Legal Counsel Review Notice
This instrument is prepared for legal counsel review before it is issued to any proposed governing board member, advisory board member, technical committee member, patron, honorary advisor, executive participant, founder-council participant, ambassador, or authorized representative of Anidaso Productive Fund.
The document is intended to do two things at the same time. First, it gives counsel the governance background needed to test whether the proposed role has been properly classified. Second, it provides the actual candidate-facing consent and acceptance language that may be used after counsel approves the final form.
No person should be announced, publicly described, given confidential access, placed on a register, or allowed to act externally for the Fund until the person has accepted the correct role in writing and acknowledged the limits of that role.
1. Purpose of the Instrument
The purpose of this instrument is to prevent informal association from becoming accidental appointment. Board, advisory, patron, technical, and representative roles carry different legal and governance consequences. A candidate must therefore know exactly what role is being offered, what authority it carries, what authority it does not carry, what duties attach to it, and what records will evidence acceptance.
The instrument also protects the Fund. It gives Anidaso a written basis for saying that the person accepted only the stated role, and did not receive broader authority by implication, public reference, meeting attendance, or access to documents.
2. Relationship with the Role Classification Matrix
This instrument must be read with the Legal Role Classification and Authority Matrix. The Matrix identifies the permitted role categories, the authority attached to each category, the default exclusions, information-access levels, public wording controls, and signing authority rules.
A consent to serve is not a substitute for classification. The candidate should not be asked to consent until the Fund has decided whether the person is being invited as a governing board member, advisory board member, technical committee member, patron, executive participant, ambassador, or authorized representative.
3. Candidate-Facing Status of this Instrument
Once settled by counsel, this instrument may be presented to a prospective candidate. The candidate-facing portion should be clear enough for signature and serious enough to show that the role is not ceremonial ambiguity. The candidate should be able to identify the proposed title, term, reporting line, authority limits, confidentiality obligations, conflict obligations, and public-use consent.
The Fund should not rely on verbal acceptance. A verbal yes may be socially useful, but it is not a governance record. Formal acceptance should be written, dated, stored, and linked to the relevant appointment file.
4. Role Offered
The role offered must be stated precisely. The Fund should not use broad phrases such as board member, advisor, patron, representative, or committee member without attaching the defined category and related instrument.
The role field should identify the candidate's name, role category, proposed title, appointing authority, term, commencement date, whether the role is paid or unpaid, whether expenses may be reimbursed, and whether the role is public or private until announcement.
5. Acceptance of Role Limitations
The candidate should acknowledge that acceptance of the role does not create authority beyond the written role description. The candidate should not assume authority to sign documents, approve expenditure, speak to banks, contact investors, represent the Fund publicly, instruct management, disclose information, or bind the Fund unless separately authorized in writing.
This is especially important where a candidate is senior, respected, publicly known, politically connected, institutionally influential, or likely to be treated by outsiders as speaking for the Fund.
6. Duties Acknowledged by the Candidate
The candidate should acknowledge duties appropriate to the role. These may include acting honestly, preserving confidentiality, avoiding misrepresentation of authority, disclosing conflicts, using Fund information only for approved purposes, respecting role boundaries, returning documents when requested, and cooperating with counsel or governance review.
Where the role is a governing or trustee-like role, counsel should determine whether additional fiduciary, statutory, or charter-based duties should be expressly stated.
7. Conflict Disclosure Condition
Acceptance should be conditional on disclosure of actual, potential, and perceived conflicts. The candidate should not treat conflict disclosure as a one-time formality. The duty should continue during the term of service and should apply when new interests arise.
The acceptance instrument should link directly to the Conflict of Interest Disclosure Instrument and require completion before appointment is finalized.
8. Confidentiality Condition
No candidate should receive non-public information merely because the Fund is considering the person for a role. Where confidential information is needed before appointment, the candidate should sign the Confidentiality and Non-Disclosure Undertaking first.
Upon acceptance, the candidate should confirm that confidentiality obligations continue during and after the role. The candidate should also acknowledge that legal-review documents, candidate files, financial models, land discussions, bank discussions, participant information, operational data, and governance records are controlled materials.
9. Public Announcement and Use of Name
The Fund should obtain consent before using the candidate's name, title, photograph, biography, institutional affiliation, office, or public description. The candidate should approve the exact wording or authorize the Fund to use wording consistent with the role classification.
Consent to use a name is not consent to imply guarantee, endorsement of returns, bank approval, land approval, government support, operational responsibility, or personal liability.
10. Information Access After Acceptance
The candidate's access to information should follow the access level assigned to the role. Acceptance does not entitle every role to every document. Advisors, patrons, representatives, and committee members should receive only what is necessary for the role.
The Fund should record the access level, documents shared, date of sharing, confidentiality basis, and any return or deletion requirement.
11. No Authority to Bind the Fund
The candidate must acknowledge that the role does not confer authority to bind the Fund unless a separate mandate, resolution, delegation, or signing authority schedule grants that power.
This clause should remain in the candidate-facing document even where the candidate is a governing board member. Board status and individual agency are different matters.
12. Term, Review, Suspension and Removal
The role should have a term or review cycle. The Fund should reserve the right to suspend access, revoke authority, withdraw public description, reclassify the role, or terminate the role in accordance with the governing documents and appointment terms.
The candidate should also have a resignation pathway, including notice, return of documents, continued confidentiality, and correction of public materials where necessary.
13. Candidate Declaration
The candidate-facing declaration should state that the candidate has read the role description, understands the limits of the role, has disclosed conflicts, agrees to confidentiality obligations, accepts public wording controls, and will not act outside the authority granted.
The declaration should be signed before appointment is treated as complete.
14. Form of Consent and Acceptance
I, the undersigned candidate, confirm that I have been invited to serve in the role identified in this instrument. I understand that my role is limited to the authority expressly stated in the approved appointment documents and that no wider authority is created by courtesy title, meeting attendance, public association, possession of documents, email correspondence, or informal introduction.
I accept the obligations of confidentiality, conflict disclosure, role discipline, public wording control, document handling, and cooperation with governance review. I agree not to represent, sign for, commit, bind, or speak on behalf of Anidaso Productive Fund except to the extent expressly authorized in writing.
15. Signature Block
Candidate Name: ________________________________
Proposed Role Category: __________________________
Proposed Public Title: ____________________________
Date of Acceptance: ______________________________
Signature: ______________________________________
Witness Name: ___________________________________
Witness Signature: _______________________________
For Anidaso Productive Fund: ______________________
Authorized Officer / Governance Lead: ______________
Date: ___________________________________________
16. Counsel Settlement Checklist
Counsel should settle whether the role title is legally accurate, whether the candidate-facing obligations are enforceable, whether the consent should be separate for each category, whether public-use consent is sufficient, whether additional statutory wording is required for directors or trustees, whether the role requires board approval, whether any public-office sensitivity exists, and whether the acceptance instrument should be executed before or after conflict and confidentiality instruments.