Model delegation of powers agreement

Section 1: Preliminary information

Document title

Delegation of Authority Rider

Date of addendum

To be completed by the parties at the time of signature.

Identification of parties

Between the undersigned :

The delegator,

Name: [Delegator’s full name]
Position: [Title or position held]
Company: [Company or organization name] Address: [Company full address
Address: [Full address of company]

And

The delegatee,

Name: [Delegate’s full name]
Position: [Title or position held]
Company: [Corporate name of company or organization, if different]
Address: [Full address]

Purpose of endorsement

The purpose of this amendment is to supplement the initial agreement entered into between the parties on [date of main contract], and is specifically intended to formalize the delegation of certain powers from the delegator to the delegatee, in accordance with articles 2130 et seq. of the Civil Code of Québec.

Reference to main contract

This amendment is attached to the following deed: [Title of main contract], entered into on [date of signature], between the same parties. It constitutes a partial amendment dealing exclusively with delegated powers, without affecting the other clauses of the original agreement.

Section 2: Delegation clauses

1. Purpose of delegation

The purpose of this addendum is to provide a framework for the delegation of powers granted by the delegator to the delegatee, in the performance of his duties. This delegation concerns the specific, determined and limited powers required to fulfill the responsibilities entrusted to the delegatee. It is expressly understood that this delegation in no way entails a transfer of title or function, but only formal authorization to act on behalf of the delegator in the areas specified below.

2. Scope of delegated powers

The powers delegated by this agreement cover exclusively the following areas: day-to-day management of human resources, the signing of contracts within the budgetary limits established by the organization, and administrative representation with government agencies or external partners. This delegation is granted for a defined period, and does not apply to areas that would expressly fall under the exclusive responsibility of General Management, notably strategic or major financial decisions, or those with an irreversible legal impact.

The delegatee undertakes to exercise these powers in compliance with the laws applicable in Quebec, the organization’s internal regulations and the directives issued by the delegator. Any use of these powers outside the defined framework will be considered null and void.

3. Duration of delegation

The present delegation of powers is granted as from the date of signature of the present amendment and remains in force for a period of [duration to be specified]. It may be renewed or modified in writing at the initiative of the delegator. The delegator reserves the right to revoke the delegation unilaterally at any time, subject to [number of days] written notice. The delegatee may also renounce it by informing the delegator in writing, with the same notice period.

4. Delegatee’s liability

The delegatee acknowledges that acceptance of the delegation entails personal responsibility in the exercise of the powers granted. He/she undertakes to act with prudence, loyalty and diligence, and to report regularly to the delegator on actions taken. Any negligence, abuse or breach may result in disciplinary action, or even prosecution, depending on the seriousness of the facts.

Notwithstanding the delegation, the delegator retains joint responsibility for the delegatee’s actions, in accordance with the provisions of the Civil Code of Quebec, particularly in matters of corporate management or apparent mandate. It is therefore in the interest of both parties to document every decision or action taken under this delegation.

5. Accountability

The delegatee undertakes to ensure rigorous accountability for the use of the powers entrusted to it. It must submit periodic reports, at a frequency agreed with the delegating authority, detailing decisions taken, commitments signed, budgets committed and the impact of actions carried out. These reports must be submitted in writing and archived in accordance with the organization’s internal procedures.

The delegator may at any time request a detailed status report, or invite the delegatee to a follow-up meeting to verify the conformity of actions taken. This transparency is essential to the smooth running of the delegation and to mutual trust between the parties.

Section 3: Signatures and commitments of the parties

Formalities required for the endorsement to be valid

For the present delegation of authority to be legally effective, it must be dated, signed and retained by both parties. Written proof is essential to avoid any dispute over the scope or existence of the delegation.

It is advisable to affix the original signature to two separate copies, kept by the delegator and the delegatee respectively. In the case of an organization or company, the document can also be attached to the governance file or to the register of internal resolutions.

Text to be inserted for signatures

Done at [City], on [Date].

The Delegator
Name: [Print name]
Title: [Position]
Signature: ______________________

The Delegate
Name: [Printed name] Title
Title: [Position]
Signature: ______________________

In the presence of (optional)
Name of witness: [Name]
Signature: ______________________

Practical advice to secure delegation

• Clearly specify limits: avoid vague wording. For example, instead of saying “the delegate may manage human resources “*, state “the delegate may approve leave requests and supervise the scheduling of part-time employees “*.
• Set up regular follow-up: monthly meetings or written reports ensure that the delegation is being respected and is useful to the organization.
• Add an immediate revocation clause in the event of serious misconduct. This protects the organization if the delegate makes a serious mistake.

Conclusion

The Delegation of Authority Endorsement template is an essential legal tool for all organizations, public or private, wishing to establish a framework for responsibility between a line manager and a subordinate. Clearly and precisely drafted in accordance with Quebec law, this document secures labor relations and prevents conflicts arising from the exercise of delegated functions.

As a reminder :

• It must contain precise information on the parties and the date
• It must clearly define the purpose, powers transferred and their scope
• It must include a limited, revocable term
• It must include reciprocal commitments in terms of responsibility and transparency

This type of document is particularly important in the event of external control (e.g., in unionized or regulated workplaces) or litigation, as it provides proof that the powers exercised by an employee have been formally entrusted to him or her.

Please note: in Quebec, delegation of powers is governed by the principles of the Civil Code of Quebec. Article 2130 C.C.Q. states that: “The mandatary must act with prudence and diligence. He must also act honestly and loyally in the best interests of the mandator”. This principle applies directly to the delegatee in the context of an internal mandate.

Reference legal sources :

• Civil Code of Québec, articles 2130 to 2170 (on mandate and delegation)
• Act respecting labour standards, RLRQ c N-1.1, for implications in the workplace
• Quebec Ministry of Justice: justice.gouv.qc.ca

Tip: if you’re managing a small business, don’t wait for a conflict to erupt before formalizing responsibilities. Use this model to provide a framework for each key function and avoid important decisions being taken without a clear legal or organizational basis.

This template is provided free of charge by an avocat-montreal.ca collaborator, with the aim of democratizing access to legal tools in Quebec.