Authority and Governance

This standard records how authority is held and exercised in the Company: who decides, how a decision is delegated and recorded, the order in which the Company's documents govern when they appear to conflict, and how a document is made and changed. It creates no obligation toward a customer; where it touches one, the governing document cited controls.

The authority

• The Managing Member of All About Pawz, LLC is the final authority on the Company's program rules, policies, and business decisions, and the only person who may bind the Company, except as the Managing Member delegates in a signed writing kept in the corporate book; see Entity Records and Good Standing.
• The Legal function states what the law requires, in the documents, as a matter of compliance fact: the applicable rule, the Company's duty under it, the control the Company maintains, and the record kept. Legal requirements are stated in that form; they are not presented as an approval step that a decision must pass.
• No approval by outside counsel is a condition of any Company action. No workflow, policy, or document in this library requires a lawyer's sign-off before it takes effect.
• Delegation is express. Staff, contractors, and agents act within the authority given to them in writing. No person binds the Company, changes a policy, or reverses an enforcement decision on that person's own authority.

The order of the documents

When documents appear to conflict, the higher document controls and the lower document is corrected

1. Terms of Use
2. Selling Terms of Service
3. The program rules for the audience concerned
4. The policy for the subject concerned, in the relevant part of §2
5. Help and guide content in §3, which explains the rules in practice and creates no obligation of its own

Each part implements the part above it and does not contradict it. If a help article and a policy disagree, the policy controls and the article is corrected. If a subject policy and the Selling Terms of Service disagree, the Selling Terms control. The Terms of Use control over every other document.

Two working rules protect that order

• A defined term is defined once, in the Terms of Use or in the highest document that needs it, and is referred to thereafter; it is never redefined in a lower document.
• A cross-reference points to the document that actually governs the point, by title and number, and states what that document governs.

Procedure: making and changing a governing document

1. Write the rule first, in full. The document states who the parties are, what each must and must not do, who bears each risk, what happens on breach, how a decision may be appealed, and how the relationship ends. A rule that cannot be stated completely is not ready to be applied.
2. Check the order. Confirm the new or changed document implements the document above it and contradicts nothing above it. Resolve any conflict by amending the lower document, or by a recorded decision of the Managing Member to amend the higher one.
3. Record the decision. A decision adopting or materially changing a governing document is recorded in a signed, dated membership resolution in the corporate book; see Entity Records and Good Standing.
4. Publish under version control. Publication follows Policy Publication and Version Control, with change notes that state what changed.
5. Build the operating record to match. Where a rule requires a record, a check, or a step in the Company's systems, that mechanism is put in place as part of the same change. There is no obligation without a means of carrying it out, and no mechanism without a written rule behind it.

What this means for operators

• The written rule is the rule. Do not work around a rule that appears wrong; escalate it.
• Discretion exists only inside the range a document states. Where a document gives a range: for notice, for cure, for a consequence: act inside it and record the reason for the point chosen.
• A question that no document answers is a question for the Managing Member, decided once and then written into the document concerned, so the next person in the same position finds an answer rather than a gap.
• Formatting and presentation of a governing document may be corrected by the person publishing it. A change to substance is a change to the document and follows the procedure above, whoever first proposes it.

Records created and where they are kept

This standard creates signed delegations of authority, membership resolutions adopting or changing governing documents, and the record of each conflict resolved under the order above. All are kept in the corporate book by the Legal function; see Entity Records and Good Standing and Record Retention.

Escalation

A conflict between documents, a question no document answers, a request to act outside a stated range, and any question about who may bind the Company are escalated to the Legal function at legal@aapawz.com, which puts the question to the Managing Member where a decision of that role is required. Operational questions go to support@aapawz.com.

Review cadence

The Legal function reviews this standard and the delegations in force once a year, at the annual review described in Entity Records and Good Standing, and whenever a governing document is adopted or materially changed.