Adversarial review — Church Bylaws Generator rules (2026-09-25)

Reviewer: Fable 5.1 (independent adversarial pass; a separate agent authored the files). Files reviewed, not edited:

• kn-churchwise/products/churchwise/sources/bylaws/rules.yaml
• kn-churchwise/products/churchwise/sources/bylaws/clause-library.yaml
• kn-churchwise/products/churchwise/sources/bylaws/test-cases.yaml
• kn-churchwise/products/churchwise/sources/bylaws/open-questions.md

Focus, per the brief: the clause TEXT as a church would adopt it (would it contradict the statute or be unenforceable?), governance-model collisions with members' statutory rights, honesty of the US skeleton, and {{variables}} that render nonsense.

Sources actually opened (20-fetch budget, all spent; WebSearch unavailable)

#	Source	Result
1	CNCA s. 2 — https://laws-lois.justice.gc.ca/eng/acts/C-7.75/section-2.html	Read. "special resolution" = "a majority of not less than two thirds of the votes cast on that resolution"; "ordinary resolution" = "a majority of the votes cast". Soliciting corporation points to s. 2(5.1) and a "prescribed amount" (dollar figure NOT in the Act).
2	CNCA s. 128 — .../section-128.html	Read. 128(3) members elect by ordinary resolution for a term "expiring within the prescribed period"; 128(4) staggered terms permitted; 128(6) incumbents continue until successors elected. No ex officio director mechanism in the section.
3	CNCA s. 130 — .../section-130.html	Read. Removal by ordinary resolution at a special meeting; class-elected directors removed only by that class. Silent on ex officio directors.
4	CNCA s. 133 — .../section-133.html	Read. 133(3): with a min/max range, members fix the number "by ordinary resolution" or delegate to directors.
5	CNCA s. 141 — .../section-141.html	Read. Written/minuted disclosure is mandatory; interested director "shall not vote" EXCEPT on own remuneration as director/officer/employee, indemnity/insurance, affiliate contracts.
6	CNCA s. 151 — .../section-151.html	Read. Indemnity only if the individual "acted honestly and in good faith with a view to the best interests of the corporation" and (criminal/administrative) "had reasonable grounds for believing that their conduct was lawful"; mandatory indemnity if not judged at fault; insurance permitted.
7	CNCA s. 158 — .../section-158.html	Read. "The articles or by-laws may provide that the directors, the members or any committee of directors or members ... have power to discipline a member or to terminate their membership" and must set out the circumstances and manner. ss. 156–157 NOT on the page.
8	CNCA s. 167 — .../section-167.html	Read. Requisition by members holding "the prescribed percentage ... or a lower threshold set in by-laws".
9	CNCA s. 171 — .../section-171.html	Read. By-laws "may provide for any prescribed methods of voting by members not in attendance" and must "set out procedures for collecting, counting and reporting the results". No default proxy right in the section.
10	CNCA Reg. s. 63 — https://laws-lois.justice.gc.ca/eng/regulations/SOR-2011-223/section-63.html	Read. Mail/courier/personal 21–60; electronic 21–35; notice board ≤30 days before; publication for 250+ members; non-electronic alternative must be one of (1)(a), (c) or (d). Confirms CA-FED-08.
11	CNCA Reg. s. 28 — .../section-28.html	Read. 28(1): prescribed period for s. 128(3) is FOUR years. Closes the CNCA half of OQ-01 (term).
12	CNCA Reg. s. 72 — .../section-72.html	Read. 72(1): "For the purpose of subsection 167(1) of the Act, the prescribed percentage is five per cent."
13	CNCA Reg. s. 71 — .../section-71.html	Returned only a table of contents; not usable.
14	ONCA — https://www.ontario.ca/laws/statute/10n15	Header only (JS-rendered). NOT verified this session. All ONCA statements below rest on the author's in-browser excerpts in rules.yaml.
15	O. Reg. 4/01 (Charities Accounting Act) — https://www.ontario.ca/laws/regulation/010004	Header only. NOT verified.
16	ONCA via CanLII — https://www.canlii.org/en/on/laws/stat/so-2010-c-15/latest/so-2010-c-15.html	HTTP 403. NOT verified.
17	O. Reg. 4/01 via CanLII — https://www.canlii.org/en/on/laws/regu/o-reg-4-01/latest/o-reg-4-01.html	HTTP 403. NOT verified.
18	Ontario standard organizational by-law — https://www.ontario.ca/page/not-profit-corporations-act-2010-standard-organizational-law	Read. s. 8.03: "Upon 15 days' written notice to a Member, the Board may pass a resolution authorizing disciplinary action or the termination of membership"; member may submit written opposition up to 5 days before the period expires. s. 6.01 indemnification exists; s. 7.01 conflict of interest (disclose, leave, no vote); no proxy provision; s. 9.03 10–50 days; s. 9.04 majority quorum; s. 11.01 Board amends "in accordance with the Act".
19	IRS suggested language — https://www.irs.gov/charities-non-profits/suggested-language-for-corporations-and-associations	Read. Articles Third, Fifth, Sixth returned VERBATIM, including the Article Sixth second sentence ("Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located ..."). Closes OQ-10 for the text.
20	IRS Pub 557 — https://www.irs.gov/publications/p557	Read. "Bylaws alone aren't organizing documents. However, if your organization has adopted bylaws, include a current copy." confirmed. The fetch tool's summary of the church/Form 1023 point was unreliable (see m-08); the generator correctly relies on Pub 1828 for it.

Not fetched (out of budget) and therefore unverified: CNCA ss. 7, 125, 136, 152, 154, 156–157, 159 (electronic meetings), 160, 162, 164, 182, 189, 197, 235; Reg. ss. 16, 74, 80–84; ONCA in full (incl. ss. 17, 23, 24, 26, 41, 46, 48, 51, 53, 55, 57, 60, 64, 103, 167); O. Reg. 4/01; CRA pages; Pub 1828; any case law. Where I rely on recollection I say so and mark it HYPOTHESIS.

Severity key: critical = a generated clause (or a permitted input) produces a document that is legally wrong for a class of churches the generator supports, and the design's own gates don't catch it; major = a clause contradicts or under-implements the statute, an acceptance test cannot pass against the library as written, or a template renders nonsense in a legal document; minor = wording, sourcing hygiene, confidence upgrades.

Counts: critical 1 · major 13 · minor 9 (23 findings).

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CRITICAL

C-01 — A paid pastor as a voting director in Ontario is drafted, not referred — the generator's own refer gate misses its "single most common church case"

Severity: critical Location: clause-library.yaml CL-BOARD-REMUNERATION (third sentence), input pastor_on_board = ex_officio_voting, CL-BOARD-EMPLOYEE-CAP-ON; rules.yaml CA-ON-08, CA-CRA-04; test-cases.yaml BL-TC-05, BL-TC-10; open-questions.md OQ-07.

Problem. rules.yaml CA-ON-08 says the Ontario charity-law restriction on paying directors "was NOT retrieved", makes the rule refer, and states "the pastor-on-the-board question is the single most common church case and must be surfaced, not buried." But the refer gate fires only on pay_directors = yes. A church that answers pay_directors = no and pastor_on_board = ex_officio_voting — a paid employee sitting as a director of a charitable corporation — gets no REFER banner and receives:

"A director who is also employed by the corporation (for example, a pastor) may receive reasonable compensation for that employment, fixed by the disinterested directors as this By-law provides, and only to the extent applicable charity law permits." (CL-BOARD-REMUNERATION)

and, in Ontario, "The Senior Pastor is a director by virtue of office and counts as an employee director for this purpose." (CL-BOARD-EMPLOYEE-CAP-ON). BL-TC-05 (ONCA, registered charity, ex_officio_voting pastor) is expected to PASS with no remuneration banner.

HYPOTHESIS (could not fetch O. Reg. 4/01 or the Charities Accounting Act this session; CanLII 403, e-Laws JS-only): under Ontario charity law, a director of a charitable corporation may not be remunerated — including as an employee — without a court order or the authorisation route in O. Reg. 4/01 s. 2.1, and my recollection is that s. 2.1 expressly does NOT authorise payment for services as an employee or as a director. If that is right, the generated by-law affirmatively sets up an arrangement that Ontario law prohibits for every Ontario church (all are "charitable corporations" under ONCA s. 1(1), per CA-ON-14), and the hedge "only to the extent applicable charity law permits" merely makes the sentence self-cancelling rather than safe. Even if my recollection is wrong in detail, the design contradicts itself: the same file says the law is unknown and that the case must be surfaced, and then drafts it silently.

Fix. (1) Treat pastor_on_board = ex_officio_voting (and any employee_directors_max > 0) as a pay_directors = yes event for CA-ON and for any registered_charity in (yes, intends): same REFER banner as BL-TC-10, and drop the third sentence of CL-BOARD-REMUNERATION for those inputs. (2) Add the ONCA/CRA default recommended in DQ-04 (ex_officio_nonvoting) as the pre-selected Ontario option with the explainer. (3) Amend BL-TC-05 to expect the banner. (4) Keep OQ-07 open until O. Reg. 4/01 s. 2.1 is read; do not resolve it from this review.

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MAJOR

M-01 — Jurisdiction-blind clauses contain text the acceptance tests forbid; three tests cannot pass against the library as written

Severity: major Location: CL-AGM, CL-ARTICLES-CROSSREF, CL-INTERP, CL-EFFECTIVE (all jurisdictions: [CA-FED, CA-ON, US], single text); BL-TC-04, BL-TC-06.

Problem.

• CL-AGM (applies always) says "the report of the public accountant (if any) ... appoint or dispense with the public accountant as the Act permits". BL-TC-04 asserts "No ... 'public accountant' language anywhere in the output" for Ontario, and BL-TC-06 asserts the same for the US. Ontario's term is auditor / review engagement; the US has neither concept.
• CL-ARTICLES-CROSSREF says "may be changed only by special resolution of the Members and the filing of articles of amendment as the Act requires". BL-TC-06 asserts that exact phrase is absent for the US. The clause's notes says "US: replace ..." but there is no US text variant, so an implementer must invent one without a rule.
• CL-EFFECTIVE prints "(or, in the United States, when adopted by the Members)" inside every Canadian by-law.
• CL-INTERP's act_name enum value "the nonprofit corporation law of the State of {{state}}" nests a variable that is not in the input model header; a blank state renders "State of ."

Fix. Give CL-AGM, CL-ARTICLES-CROSSREF, CL-EFFECTIVE per-jurisdiction text_ca_fed / text_ca_on / text_us variants (as CL-PASTOR-CALL already does), declare state as a required US input, and re-run BL-TC-04/06 against the actual strings.

M-02 — CL-BOARD-NUMBER fixes the number of directors by SPECIAL resolution; the CNCA says ORDINARY (verified)

Severity: major Location: CL-BOARD-NUMBER text: "the number within that range being fixed from time to time by special resolution of the Members or, if the Members so empower it, by resolution of the Board." Rule CA-ON-04 (correct for Ontario), no CNCA rule.

Problem. CNCA s. 133(3) (fetched): members "by ordinary resolution, fix the number of directors ... or delegate those powers to the directors." The clause copies ONCA s. 22(2) wording into the federal by-law. Under CNCA s. 7(4) (per CA-FED-02) only the articles or a unanimous member agreement may require a greater majority than the Act — a by-law raising a members' vote from ordinary to special is, at best, of doubtful effect and, read literally, contradicts the Act. Conversely, for Ontario the clause's delegation wording ("if the Members so empower it") omits ONCA s. 22(2)'s requirement that the empowering resolution be a SPECIAL resolution (per CA-ON-04 excerpt).

Fix. CA-FED text: "fixed from time to time by ordinary resolution of the Members, who may delegate that power to the Board." CA-ON text: "fixed by special resolution of the Members or, if a special resolution so empowers it, by resolution of the Board." US: refer banner.

M-03 — Requisition percentage is a free input; the CNCA lets by-laws only LOWER 5 % (verified)

Severity: major Location: CL-AGM requisition_percent (int, default 5, no validation); rules CA-FED-03/CA-ON-10 do not cover requisitions.

Problem. CNCA s. 167(1) (fetched): members holding "the prescribed percentage ... or a lower threshold set in by-laws" may requisition; Reg. s. 72(1) (fetched): 5 %. A church entering 10 or 20 gets a by-law that "as the Act provides" contradicts the Act — the statutory 5 % right cannot be raised by by-law. ONCA s. 60(1) is 10 % to my recollection (UNVERIFIED — ONCA not fetchable).

Fix. Validation: CA-FED requisition_percent <= 5; CA-ON <= 10 once s. 60(1) is quoted; US refer banner. Add a CA-FED rule sourcing s. 167 + Reg. s. 72.

M-04 — Absentee voting is delegated to the Board; CNCA s. 171 requires the BY-LAWS to set the procedures (verified). Enum renders raw.

Severity: major Location: CL-VOTING-MEMBERS: "{{#absentee_voting}}Members not attending may vote by {{absentee_voting}} in the manner the Board prescribes and the Act permits.{{/absentee_voting}}"; "{{#proxies}}A Member may appoint another Member as proxyholder.{{/proxies}}".

Problem. CNCA s. 171(1) (fetched): the by-laws "may provide for any prescribed methods of voting by members not in attendance" and must "set out procedures for collecting, counting and reporting the results of any vote." A one-line delegation to the Board does not set out procedures; changing the method later is a s. 197(1)(m) special-resolution matter (CA-FED-10), which the Board-prescribes wording would let the Board sidestep. The proxy sentence likewise has no form, deposit deadline or revocation mechanics (Reg. s. 74 NOT fetched). And {{absentee_voting}} prints the enum value: "may vote by mailed_ballot".

Fix. When absentee_voting != none or proxies = true, emit a procedure paragraph (who receives ballots/proxies, deadline before the meeting, Secretary counts, results reported at the meeting, tie treatment) with a human phrase map (mailed_ballot → "mailed ballot", electronic → "electronic ballot"), or REFER the procedure to the lawyer with a banner. Default none / false is correct under the CNCA (no default proxy right in s. 171).

M-05 — Amendment clause's special-resolution lock omits "transfer of a membership" — the one matter both Acts single out

Severity: major Location: CL-AMEND-BOARD-THEN-MEMBERS: "except a by-law that changes a condition of membership, the manner of giving notice to Members, or the method of voting by Members not in attendance"; CL-MEMBER-CONDITIONS "Membership is not transferable."; CL-MEMBER-CONDITIONS notes.

Problem. CNCA s. 152(1) removes ALL s. 197(1) matters from the directors' power, including the transfer-of-membership provision (CA-FED-10 lists it). ONCA s. 17(1) (per CA-ON-03 excerpt) excludes exactly (g) transfer, (k) notice, (l) absentee voting — transfer is one of only three. The clause lets the Board amend "Membership is not transferable" by resolution plus ordinary confirmation, contradicting both Acts. Separately, CL-MEMBER-CONDITIONS notes says changing a by-law membership condition in Ontario needs a special resolution under "CA-ON-15 (d)" — but ONCA s. 103(1) governs amendments to the ARTICLES (CA-ON-15's own title says so); a by-law condition under s. 48 goes through the ordinary s. 17 cycle. Over-locking is lawful (s. 17(1) "unless the by-laws otherwise provide") but the explainer misstates the law.

Fix. Add "any provision respecting the transfer of a membership" to the exception list (both jurisdictions); for CA-FED also add "create or change a class of Members" and "change the number or range of directors" or simply "any matter listed in section 197(1) of the Act". Correct the CL-MEMBER-CONDITIONS note for Ontario.

M-06 — No indemnification clause at all; if one is added it must carry the CNCA s. 151 conditions (verified)

Severity: major (gap) Location: clause-library.yaml — no CL-INDEMNITY; rules.yaml — no rule for CNCA s. 151 / ONCA s. 46.

Problem. Every standard Canadian NFP by-law (including the Ontario standard organizational by-law, s. 6.01, fetched) has one; a church's lawyer will notice the omission first. CNCA s. 151 (fetched) allows indemnity ONLY if the individual "acted honestly and in good faith with a view to the best interests of the corporation" and, for criminal/administrative proceedings, "had reasonable grounds for believing that their conduct was lawful"; it makes indemnity mandatory where the person was not judged at fault; it permits D&O insurance. A by-law that promised broader indemnity would be void to that extent; one that is silent forgoes the permissive indemnity most volunteer boards want.

Fix. Add CL-INDEMNITY (default, CA-FED/CA-ON) tracking s. 151/s. 46 conditions verbatim, plus insurance; US variant with state refer banner. Add rules CA-FED-18 (s. 151) and CA-ON-17 (s. 46, after fetch).

M-07 — CL-MEMBER-TERMINATION always cross-references a Discipline section that may not exist

Severity: major Location: CL-MEMBER-TERMINATION: "... is expelled under the Discipline section of this By-law, or when the corporation is dissolved."; CL-DISCIPLINE applies_when: discipline = yes.

Problem. With discipline = no the by-law names expulsion as a way membership ends but contains no section conferring the power, no grounds and no procedure. CNCA s. 158 (fetched) requires the by-laws to "set out the circumstances and the manner" if they confer a power to terminate. The dangling reference is either a nullity or an invitation to expel without procedure.

Fix. Wrap the expulsion phrase in {{#discipline}}...{{/discipline}}; when discipline = no, add "The corporation has no power to expel a Member other than as the Act provides."

M-08 — discipline_body = elders may confer a s. 158 power on a body the Act does not allow to hold it

Severity: major Location: CL-DISCIPLINE discipline_body: enum [board, elders, members_meeting]; CL-MEMBER-CONDITIONS admitting_body same enum; rules CA-ON-06 notes ("'Elder for life' governance can still be expressed as a spiritual office (non-board)").

Problem. CNCA s. 158 (fetched): the power to discipline or terminate may be given to "the directors, the members or any committee of directors or members" — nobody else. The generator itself contemplates elders who are NOT directors (CA-ON-06 notes). If a church selects board_name = Board of Directors and discipline_body = elders, the by-law hands expulsion to a body outside s. 158, and the expulsion is open to attack. Admission (admitting_body) is not statutorily restricted, but the same enum invites the same confusion.

Fix. Either constrain discipline_body to board | members_meeting | committee_of_board or, when elders is chosen, require the by-law to define the Elders as a committee of the Board (or as the Board itself) and print that definition. Flag in the UI.

M-09 — Discipline clause: procedural-fairness gaps, dangling Schedule references, undefined "suspension"

Severity: major (risk; case law NOT fetchable this session) Location: CL-DISCIPLINE text.

Problem. The core (written notice of grounds, ≥15 days, right to respond in writing and to be heard if requested, written decision) is a sound minimum and matches the Ontario standard by-law s. 8.03 pattern (fetched). Gaps a literal reader will hit:

1. Grounds cite "the Statement of Faith or Membership Covenant" even when statement_of_faith = no or covenant_signature was not selected — Schedules A/B do not exist in that document.
2. "Suspend" is undefined: no maximum duration, no statement of what rights are suspended (vote, notice, office). CNCA s. 157 (NOT fetched) deals with cessation of rights on termination; suspension is purely a by-law construct and must be spelled out.
3. No requirement that the hearing date/forum be stated in the notice, that the decision-makers not be the complainants, or that reasons be given. HYPOTHESIS (cannot cite this session): Canadian courts have set aside expulsions from incorporated voluntary associations for failure to follow the by-laws and the rules of natural justice (notice, opportunity to be heard, unbiased decision-maker) — Lakeside Colony of Hutterian Brethren v. Hofer (1992 SCC) and Senez v. Montreal Real Estate Board (1980 SCC) are the usual authorities; Ethiopian Orthodox Tewahedo Church of Canada v. Aga (2021 SCC 22) narrowed jurisdiction to cases with a legal right, which a corporate membership under the CNCA/ONCA is. Treat as unverified until fetched.
4. discipline_body = members_meeting: the special-business notice to all members must name the accused member (CL-NOTICE-* "state its nature") — a privacy and pastoral-harm risk the clause does not address.

Fix. Conditional grounds by selected schedules; define suspension (max 12 months, rights suspended, automatic review); add "The decision shall be made by persons who did not initiate the complaint, shall state reasons, and the Member may appeal once to [the Members / the Board]"; for members_meeting add an in-camera and anonymised-notice provision or drop that option.

M-10 — pastor_on_board = ex_officio_voting is offered for CNCA corporations; s. 128(3) says members ELECT directors (verified)

Severity: major Location: input model pastor_on_board (no jurisdiction restriction); CL-BOARD-EMPLOYEE-CAP-ON is CA-ON only, so nothing prints or blocks for CA-FED; CL-BOARD-TERM "Directors are elected by ordinary resolution of the Members".

Problem. CNCA s. 128(3) (fetched): "Members shall, by ordinary resolution ... elect directors". Unlike ONCA s. 23(4) (per CA-ON-05 excerpt), the CNCA section fetched contains no "by virtue of office" mechanism, and Corporations Canada's published position (NOT fetched — HYPOTHESIS) is that ex officio directors are not permitted federally. A CNCA church choosing ex_officio_voting gets a by-law whose Board clause is silent, whose Term clause says all directors are elected, and whose actual practice (pastor seated by office) is offside the Act. For ONCA, the same mismatch is internal: CL-BOARD-TERM says every director is elected and "may be removed by ordinary resolution", which cannot be true of an ex officio director (ONCA s. 26 treatment of ex officio directors NOT verified; CNCA s. 130 fetched is silent).

Fix. CA-FED: reject ex_officio_voting with "the CNCA requires directors to be elected by the Members (s. 128(3)); make the pastor a non-voting attendee or elect them"; CA-ON: add an ex-officio carve-out sentence to CL-BOARD-TERM ("other than a director who holds office by virtue of office, whose term ends when they cease to hold that office") and verify s. 26 before printing the removal sentence for them. This is the elder-led/statutory-rights collision the brief asked about, and it is not in CHURCH-OPT-02.

M-11 — Template variables that render nonsense or literal placeholders

Severity: major (a legal document with "one 3th" or "[opening-quorum ... as above]" in it is not a draft a lawyer will trust) Location / excerpt / fix:

• CL-BOARD-TERM: "approximately one {{director_term_years}}th of the directors" → "one 3th"; with director_term_years = 1 and staggered = true → "one 1th" and staggering is meaningless. Fix: ordinal word map ("one-third"), and force staggered = false when term = 1.
• CL-PASTOR-CALL: pastor_call_threshold = simple → "passed by at least simple of the votes cast". Fix: phrase map (simple → "a majority", 2/3 → "two-thirds").
• CL-MEMBER-CONDITIONS / CL-MEMBER-CLASSES-BYLAW / CL-DISCIPLINE / CL-PASTOR-CALL: admitting_body, discipline_body, search_body print enum tokens ("accepted by the members_meeting", "recommendation of the search_committee"). Fix: label map.
• CL-MEMBER-CONDITIONS: items are numbered (i)–(viii) inside conditionals, so a church selecting only profession renders "(i) ..., and (viii) has applied in writing" — and "(i) professes personal faith" is hard-coded even though profession_of_faith is a selectable option (deselecting it changes nothing). Fix: render a dynamic list.
• CL-MEMBER-CLASSES-BYLAW: "An {{nonvoting_class_name}} member" → "An Adherents member"; uses {{admitting_body}} without declaring it.
• CL-NOTICE-CA-FED: notice_method = both has no {{#both}} branch and no validation line; the sentence renders "... to the public accountant ." with no method, or if both branches fire, two methods with no conjunction and a single min/max pair that cannot satisfy both windows (21–60 mail vs 21–35 electronic, Reg. s. 63 fetched). Fix: both branch with separate windows and the mandatory non-electronic alternative.
• CL-QUORUM-MEMBERS text_number / text_percent contain the literal string "[opening-quorum and adjournment sentences as above]".
• CL-AUDIT-US uses {{us_review_level_phrase}}; the declared variable is us_review_level → renders "cause the annual financial statements to be ."
• CL-OFFICERS: "appoint from among the directors a {{officer_titles}}" with a multiselect → "a Chair, Secretary, Treasurer". Also contradicts rules CA-FED-16 ("optionally the pastor as a non-voting officer") — a pastor who is not a director cannot be appointed "from among the directors".
• CL-ART-PURPOSE-CA: denomination_phrase default "" leaves " ; and (b)" (stray space) — cosmetic.
• CL-DISCLAIMER: {{date}} undeclared (fine if runtime-supplied; declare it). document: both is outside the schema bylaws | articles.

M-12 — Conflict-of-interest clause is labelled "not a legal requirement" and made optional; under the CNCA disclosure is mandatory (verified)

Severity: major Location: CL-CONFLICT-OF-INTEREST kind: option, applies_when: coi_policy = yes, label: "IRS good-practice; not a legal requirement ...", rule_ids: [US-IRS-07, US-IRS-08] (no Canadian rule).

Problem. CNCA s. 141 (fetched) imposes a mandatory written/minuted disclosure duty and a voting bar on every director and officer; ONCA s. 41 is the same to my recollection (UNVERIFIED). The label tells a Canadian church that disclosure is optional good practice. Substantively the clause is STRICTER than s. 141(5), which lets a director vote on their own remuneration as director/officer/employee and on indemnity/insurance — the clause bars voting on any "compensation decision". Stricter is lawful, but the clause should say the statutory duty applies in any event, and the "leave the meeting" and annual-declaration requirements should be labelled as the church's additions.

Fix. Make CL-CONFLICT-OF-INTEREST default for CA-FED/CA-ON with a first sentence "Every director and officer shall comply with the disclosure requirements of the Act"; keep the IRS label for the US only; add rule CA-FED-19 (s. 141) and CA-ON-18 (s. 41 after fetch).

M-13 — No clause authorises fully-electronic members' meetings, though CL-NOTICE-CA-ON assumes they happen

Severity: major (functional gap; statutory point UNVERIFIED) Location: CL-NOTICE-CA-ON: "Notice of a meeting held entirely by telephonic or electronic means need not specify a place."; CL-QUORUM-MEMBERS "present in person or as the Act permits"; no CL-MEETINGS-ELECTRONIC.

Problem. HYPOTHESIS (CNCA s. 159 NOT fetched): s. 159(4) lets members participate electronically unless the by-laws provide otherwise, but s. 159(5) allows a meeting to be held ENTIRELY by electronic means only "if the by-laws so provide". A CNCA church adopting this by-law could not lawfully hold an all-online AGM. ONCA s. 53(4)–(5) post-2021 (NOT fetched) may default the other way. Either way the library should say what the church is choosing.

Fix. Add CL-MEETINGS-ELECTRONIC (option, default on): participation by electronic means that permits all participants to communicate adequately; the Board may determine that a meeting be held entirely by such means; a member so participating is present for quorum; electronic voting under the Act and Regulations. Source s. 159 and Reg. (voting) before publishing.

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MINOR

m-01 — CL-INTERP's "special resolution" definition is stricter than the CNCA's and adds a "meeting called for that purpose" requirement the Act does not have

CNCA s. 2(1) (fetched): "a majority of not less than two thirds of the votes cast on that resolution" — no special-meeting requirement, and the written-consent alternative comes from the resolution-in-lieu section, not the definition (rule CA-FED-11 says "or signed by all voting members" is in the definition; re-check). Effect: a special resolution validly passed at an AGM under the Act would not meet the by-law's definition. Fix: CA-FED text mirrors s. 2(1); CA-ON text keeps the special-meeting wording (ONCA s. 1(1), per CA-ON-14).

m-02 — Confidence upgrades now available from this session's fetches

• CA-FED-11 (s. 2(1) two-thirds / majority): verified → high, subject to m-01.
• CL-BOARD-TERM CNCA validation "s. 128(3) — NOT fetched": s. 128(3) + Reg. s. 28(1) = four years, verified → statutory, not product rule. Also 128(6) (continuation) and s. 130 (removal by ordinary resolution at special meeting) verified.
• CA-FED-17 / CHURCH-OPT-05: s. 158 verified verbatim (see M-08 for the "who" limit it adds).
• OQ-10: IRS Articles Third/Fifth/Sixth verified verbatim, including the court-of-competent-jurisdiction sentence; CL-ART-DISSOLUTION-US matches. CL-ART-INUREMENT-US substitutes "the purposes article hereof" for "Article Third hereof" — deliberate and fine, but note it.
• CA-FED-08: Reg. s. 63 verified in full.
• New: s. 167 + Reg. s. 72 (5 %) verified; s. 133(3) verified; s. 141 and s. 151 verified. Still open: everything ONCA, O. Reg. 4/01, CRA, Reg. ss. 16/74/80–84, ss. 156–157, 159, 179, 189(2).

m-03 — CL-NOTICE-CA-ON tells the church to amend Articles that don't contain the provision

"The manner of giving notice may be changed only by special resolution amending the Articles." The manner is set in this by-law, not the articles. Per CA-ON-03's s. 17(1) excerpt the point is that the Board cannot make that by-law; say "only by the Members by special resolution" and leave articles out of it.

m-04 — CL-BOARD-EMPLOYEE-CAP-ON validation uses directors_min, and the "most recently appointed" tiebreak is ambiguous for an ex officio pastor

The one-third cap applies to the directors actually in office. Using directors_min is conservative (fine) but rejects lawful configurations when the board sits near directors_max. The automatic-vacation sentence should say which of an ex officio director and an elected employee director yields (recommend: the elected one, so the ex officio seat the by-law itself created is not silently emptied).

m-05 — CHURCH-OPT-02 promises an explainer the library never emits

"Under model (B) or (C) the generator ADDS the statutory member rights back in and says so." No clause or banner implements "says so"; BL-TC-02 relies on it. Add an explainer block keyed on governance_model != congregational.

m-06 — CL-AGM default "within six months after the end of each financial year" is right for the CNCA but should be sourced

CNCA s. 160(1) (NOT fetched) ties the AGM to 15 months after the last AGM AND 6 months after year-end; ONCA s. 52 (per CA-ON-10 excerpt) has only the 18/15-month rule. Fine as a default; add the s. 160 source.

m-07 — US skeleton: honest, but three member-side clauses carry no state banner, and "members" itself is a state-law choice

CL-QUORUM-MEMBERS, CL-VOTING-MEMBERS, CL-DISCIPLINE and CL-MEMBER-TERMINATION print for the US with no refer banner, though state acts commonly set member-quorum floors and expulsion procedures. More fundamentally, many US churches are organised WITHOUT statutory members (board-governed); the input model makes CL-MEMBER-CONDITIONS mandatory for the US. Add a US question "Does your church have legal (voting) members under your state's act?" and a general state banner on the member clauses. DQ-05's "say so plainly" recommendation is right.

m-08 — Pub 557 fetch-tool summary contradicted the rules; the rules are right

The WebFetch summary claimed Pub 557 does not say churches need not apply. The generator relies on Pub 1828 for that statement (US-IRS-05), which is the correct source; leave as is, but do not cite Pub 557 for the automatic-exemption point.

m-09 — Two-class articles clause gives the non-voting class notice of all meetings; CNCA notice goes to members "entitled to vote"

CL-ART-MEMBER-CLASSES text_two_classes entitles Associate Members "to receive notice of, attend ... all meetings". Lawful as an extra right, but CL-NOTICE-CA-FED then says notice goes "to each Member entitled to vote" — the two documents disagree about whether Associates get notice. Align (recommend: Associates receive notice; say so in the notice clause).

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What this review did NOT verify (carry forward as risks)

1. Every ONCA section (JS-only e-Laws; CanLII 403). All Ontario statements rest on the author's rules.yaml excerpts.
2. O. Reg. 4/01 s. 2.1 and the Charities Accounting Act — the law behind C-01.
3. CNCA ss. 156–157 (termination default and cessation of rights), s. 159 (electronic meetings), s. 160 (AGM timing), Reg. s. 74 (absentee voting mechanics), Reg. s. 16 ($10,000 soliciting threshold), ss. 179/189(2) and Reg. ss. 80–84 (audit bands).
4. Corporations Canada's position on ex officio directors (M-10).
5. Case law on natural justice in member expulsions (M-09) — named from memory only.
6. CRA model purposes / dissolution wording (OQ-08, OQ-09) — untouched.