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

Files reviewed: sources/bylaws/rules.yaml, clause-library.yaml, test-cases.yaml, open-questions.md. No source files were edited. I used 20 WebFetch calls, all on primary sources. The ONCA e-Laws page came back empty (the page needs JavaScript to render), so every ONCA-specific point below is marked UNVERIFIED unless it rests on CNCA text.

Severity key: critical = a wrong legal statement, or a clause that would make the by-laws (or part of them) invalid; major; minor.

Counts: 3 critical, 9 major, 13 minor.

Critical​

R-01 — critical — CL-EFFECTIVE (and the missing adoption path for an existing church replacing its by-laws)​

Problem. The clause says the by-law "comes into force when passed by the Board and confirmed by the Members as the Act requires". This is wrong in two ways.

  1. It misstates the CNCA. A directors' by-law is effective from the directors' resolution. Member confirmation keeps it in force; it does not bring it into force.
  2. The generator's main user is an existing church replacing its old by-laws. A replacement by-law will almost always change at least one of these: a condition of membership, the membership-transfer rule, class conditions, the manner of giving notice, or the absentee-voting method. Those are s. 197(1) matters. They need a special resolution of the members. The Act excludes them from the directors' s. 152 power altogether.

Adopted the way the clause describes (Board resolution, then ordinary-resolution confirmation), those portions are not validly made. Nothing in the clause library, rules or test cases tells the church to adopt by special resolution.

Source. CNCA s. 152(3): "Subject to subsection (5), the by-law, amendment or repeal is effective from the date of the resolution of the directors. If the by-law, amendment or repeal is confirmed, or confirmed as amended, by the members it remains effective in the form in which it was confirmed." s. 152(1): "...except in respect of matters referred to in subsection 197(1)." s. 197(1): "A special resolution of the members ... is required to make any amendment to the articles or the by-laws of a corporation to ... (e) change a condition required for being a member; (f) ... add, change or remove any rights and conditions of any such class or group; ... (h) add, change or remove a provision respecting the transfer of a membership; ... (l) change the manner of giving notice ...; (m) change the method of voting by members not in attendance". https://laws-lois.justice.gc.ca/eng/acts/C-7.75/section-152.html · https://laws-lois.justice.gc.ca/eng/acts/C-7.75/section-197.html

Fix. Add an adoption rule: "Where this By-law replaces an existing by-law, it shall be adopted by special resolution of the Members." Rewrite CL-EFFECTIVE so that it either (a) is effective from the Board resolution and remains so if confirmed, or (b) comes into force on the special resolution of the Members. Add a test case: existing corporation plus replacement by-law means special-resolution adoption is required. For ONCA, mirror this with s. 17(1) (UNVERIFIED this session).

R-02 — critical — CL-AMEND-BOARD-THEN-MEMBERS lists too few special-resolution exceptions​

Problem. For CA-FED, the clause withholds from the Board only three by-law matters: membership conditions, notice manner and absentee voting. Two more s. 197(1) matters are by-law content under this same generator, and the clause lets the Board change them by resolution:

  • (f) class rights and conditions. s. 154(2) puts class conditions in the by-laws, via CL-MEMBER-CLASSES-BYLAW.
  • (h) membership transfer. s. 154(8) makes transfer a by-law matter, and CL-MEMBER-CONDITIONS says "Membership is not transferable".

A Board amendment on either point is outside s. 152(1) and is invalid.

For CA-ON, rule CA-ON-03/15 itself quotes s. 17(1) as excluding 103(1)(g) (transfer), (k) and (l). The clause omits transfer, so it contradicts its own rule.

Source. s. 197(1)(f), (h) as quoted in R-01. s. 152(1) (above).

Fix. Replace the list with: "except a by-law on any matter for which section 197(1) of the Act [ONCA: clause 103(1)(g), (k) or (l) / s. 17(1)] requires a special resolution, including conditions of membership, the rights and conditions of any class, the transfer of memberships, the manner of giving notice and the method of absentee voting". Add a test assertion for the word "transfer".

R-03 — critical — CL-VOTING-MEMBERS hands the absentee-voting method to the Board​

Problem. The clause says: "Members not attending may vote by {{absentee_voting}} in the manner the Board prescribes". Changing the absentee-voting method is a s. 197(1)(m) special-resolution matter. The clause lets the Board set it, and later change it, by resolution. Any Board-prescribed change is ineffective, and votes cast under it are open to challenge.

Source. s. 197(1)(m): "change the method of voting by members not in attendance at a meeting of members". https://laws-lois.justice.gc.ca/eng/acts/C-7.75/section-197.html

Fix. Write the method into the by-law itself (e.g. "by mailed-in ballot in the form set out in Schedule C"). If procedural detail is delegated, add: "the Board may not change the method except by special resolution of the Members". Cite CNCA s. 171; I could not fetch it, so this is UNVERIFIED.

Major​

R-04 — major — CL-AUDIT-CA-FED and CA-FED-12 miss that a designated corporation gets a REVIEW by default​

Problem. The clause says: "The public accountant shall conduct an audit engagement, or a review engagement where the Act permits and the Members have so resolved by special resolution." For a designated corporation (soliciting ≤ $50k, or non-soliciting ≤ $1M — most churches), the Act sets it the other way round:

  • a review engagement is the default;
  • an audit happens only if members pass an ordinary resolution requiring one;
  • no special resolution is involved.

Rule CA-FED-12 never mentions s. 188. As drafted, the by-law imposes a costly audit on small churches and states the law wrongly. A stricter by-law is lawful, so this is not invalidity; hence major, not critical.

Source. s. 188(1): "Subject to subsection (2), the public accountant of a designated corporation shall conduct a review engagement in the prescribed manner." 188(2): "...shall conduct an audit engagement in the prescribed manner if the corporation's members pass an ordinary resolution requiring an audit engagement." 188(3): "The resolution is valid only until the following annual meeting of members or for the period specified in the resolution." https://laws-lois.justice.gc.ca/eng/acts/C-7.75/section-188.html

Fix. Add s. 188 to CA-FED-12. Rewrite the clause:

  • a designated corporation has a review engagement unless members by ordinary resolution require an audit;
  • a non-designated soliciting corporation at or below the s. 189(2) amount may have a review by special resolution (valid to the next annual meeting, s. 189(3));
  • otherwise an audit is required.

(s. 189(1)–(3) verified. Non-designated non-soliciting corporations have no review option — this confirms CA-FED-12's statement.)

R-05 — major — CA-FED-13, CL-ART-DISSOLUTION-QD, BL-TC-02 and BL-TC-22 ignore s. 235(1)(c)​

Problem. s. 235 applies to charities, to soliciting corporations, and to "(c) a corporation that has, in the prescribed period, received income in excess of the prescribed amount in the form of" donations, gifts, legacies, grants or similar assistance. The fetch returned paragraph (c) as a summary, not verbatim. Unlike the soliciting test, (c) does not appear to require that the donations be requested from outsiders. Church offerings may therefore trigger it even for a "non-soliciting" church.

The generator never asks the (c) question. Yet applies_when covers only charity/soliciting, and BL-TC-02 requires the clause NOT to be labelled mandatory. That test may be asserting a wrong legal statement.

Source. s. 235(1): "This section applies to (a) a corporation that is a registered charity within the meaning of subsection 248(1) of the Income Tax Act (b) a soliciting corporation (c) a corporation that has, in the prescribed period, received income in excess of the prescribed amount in the form of [donations, gifts...]" (paragraph (c) partly paraphrased by the fetch tool). https://laws-lois.justice.gc.ca/eng/acts/C-7.75/section-235.html

Fix. Adopt DQ-01 option (b): the qualified-donee clause is mandatory for every CNCA church. Failing that, add a (c) question and fetch the prescribed amount from the Regulations. Change BL-TC-02's conditional and BL-TC-22's CA-FED note to match.

R-06 — major — CL-NOTICE-CA-FED: the both method renders no method at all​

Problem. The notice_method enum includes both, but the template has no {{#both}} branch. Choosing both produces a notice clause that names no method, and s. 162(1) plus Reg. 63 require the method. There is also no validation for both; it should require 21–35 days (the stricter electronic window) or two separate windows.

Source. Reg. SOR/2011-223 s. 63 (methods verified: mail/courier/personal delivery, electronic, notice board "no later than 30 days", newspaper for "a corporation that has more than 250 members"). https://laws-lois.justice.gc.ca/eng/regulations/SOR-2011-223/section-63.html

Fix. Add a both branch and validation. Also offer the Reg. 63(1)(d) newspaper method only when membership > 250.

R-07 — major — CL-AMEND-BOARD-THEN-MEMBERS: the "effective ... until it is confirmed" wording​

Problem. "It is effective from the date of the Board's resolution until it is confirmed, confirmed as amended, or rejected". Read literally, the by-law stops being effective when it is confirmed. The clause also omits the s. 152(5) rule on re-enacting a rejected by-law.

Source. s. 152(3) (quoted in R-01). s. 152(5): "If a by-law, an amendment or a repeal ceases to have effect, a subsequent resolution of the directors that has substantially the same purpose or effect is not effective until it is confirmed, or confirmed as amended, by the members."

Fix. Use: "...is effective from the date of the Board's resolution and, if confirmed or confirmed as amended by the Members, remains effective in the form confirmed; it ceases to have effect if not submitted or if rejected, and a later Board resolution to substantially the same effect is not effective until confirmed by the Members."

R-08 — major — CL-MEMBER-CONDITIONS hard-codes "professes personal faith in Jesus Christ as Lord and Saviour"​

Problem. Condition (i) is unconditional, while the other conditions are wrapped in option tags. Yet profession_of_faith is listed as a selectable option, and CHURCH-OPT-01 says every condition is "a choice your church makes". A church that does not select it still gets it. That is a church-specific option presented as fixed text, and it also imposes a doctrinal formula the church did not choose.

Source. CNCA s. 154(1) requires only "the conditions required for being a member" (per CA-FED-04). The content of those conditions is the church's choice.

Fix. Wrap (i) in {{#profession_of_faith}} and renumber dynamically. Add a test with membership_conditions = [baptism] asserting the profession sentence is absent.

R-09 — major — CL-BOARD-TERM / OQ-01: the CNCA term cap is cited to the wrong place​

Problem. The validation cites "CNCA s. 128(3)" for the four-annual-meeting cap. s. 128(3) does not contain it. It says directors are elected "for a term expiring within the prescribed period", so the cap is in the Regulations, which were not fetched. The clause also omits the statutory default: a director elected without an expressly stated term ceases at the close of the next annual meeting.

Source. CNCA s. 128 (fetch summary): members elect directors by ordinary resolution "for a term expiring within the prescribed period"; a director without an expressly stated term "ceases to hold office at the close of the first annual meeting of members following the director's election". https://laws-lois.justice.gc.ca/eng/acts/C-7.75/section-128.html

Fix. Re-cite to the Regulations section that prescribes the period (fetch it) and keep confidence: medium until then. Consider expressing terms as "until the close of the Nth annual meeting after election" rather than "years".

R-10 — major — CL-BOARD-NUMBER applies Canadian rules to US churches​

Problem. The same text is used for US churches:

  • "fixed from time to time by special resolution of the Members": "special resolution" is a CNCA/ONCA concept;
  • "not been found incapable of managing property and is not an undischarged bankrupt": these are Canadian disqualification rules.

In US bylaws this presents Canadian rules as law. BL-TC-06 bans only the "articles of amendment" phrase, so the test would not catch it.

Source. No US federal rule. US-STATE-01 says these are state matters (REFER).

Fix. Add a text_us variant: number set within the range "by resolution of the Board / vote of the Members as these Bylaws provide", with the state REFER banner. Drop the Canadian disqualification sentence for US, or label it "church choice".

R-11 — major — CA-FED-14 soliciting question wording does not match s. 2(5.1)​

Problem. The UI question ("received more than $10,000 in a financial year from people who are not members...") has four problems:

  • it omits that the gifts must be requested;
  • it omits limb (c): donations from an entity that itself received public or government funds;
  • it presents soliciting status as triggered by any single year, when the Act ties it to a prescribed period and a prescribed duration from a prescribed date;
  • BL-TC-02's explainer ("these rules apply automatically") repeats the timing error.

Source. s. 2(5.1) (fetch summary): a corporation becomes soliciting "for a prescribed duration from the prescribed date if it received income exceeding the prescribed amount during the prescribed period in the form of (a) donations or gifts requested from persons not connected ... (b) government grants ... (c) donations from entities that received such funding." The definition itself was verified: "'soliciting corporation' means a corporation that is referred to in subsection (5.1)". https://laws-lois.justice.gc.ca/eng/acts/C-7.75/section-2.html

Fix. Fetch Reg. s. 16 (amount/period). Reword the question to include "requested" and limb (c), and describe the status period correctly.

R-12 — major — CL-AGM requisition percentage has no ceiling validation​

Problem. requisition_percent is a free integer. The Act lets the by-laws set only a lower percentage than the prescribed one, so a church entering 10% or 25% writes an invalid provision. The prescribed percentage (believed 5%) was not fetched. ONCA s. 60 is UNVERIFIED.

Source. s. 167(1): "The members of a corporation who hold the prescribed percentage of votes that may be cast at a meeting of members sought to be held, or a lower percentage that is set out in the by-laws, may requisition the directors to call the meeting". https://laws-lois.justice.gc.ca/eng/acts/C-7.75/section-167.html

Fix. Validation: requisition_percent ≤ the prescribed percentage (CNCA Regs; ONCA s. 60). Fetch both before shipping.

Minor​

  • R-13 — CA-FED-11 / CL-INTERP. The CNCA definition is now verified: "'special resolution' means a resolution passed by a majority of not less than two thirds of the votes cast on that resolution"; "'ordinary resolution' means a resolution passed by a majority of the votes cast on that resolution" (https://laws-lois.justice.gc.ca/eng/acts/C-7.75/section-2.html). Two problems:
    • The CNCA definition does not include "at a meeting called for that purpose" (CL-INTERP adds it for CA-FED) or "signed by all voting members" (CA-FED-11 adds it; written resolutions are a separate section, not fetched).
    • Fix: use a per-jurisdiction definition. Upgrade CA-FED-11 to high confidence with the verbatim quote and close that part of OQ-01.
  • R-14 — CA-FED-01. The letters are now verified: 7(1)(a) name, (b) province, (c) classes/groups "and, if there are two or more classes or groups, any voting rights attaching to each", (d) number of directors, (e) restrictions, (f) purpose, (g) liquidation statement (https://laws-lois.justice.gc.ca/eng/acts/C-7.75/section-7.html). Fix: replace the paraphrase with this text. Also, CL-ART-MEMBER-CLASSES' note cites s. 154(4) for "voting rights MUST be in the articles"; the correct cite is s. 7(1)(c). s. 154(4) only requires at least one voting class.
  • R-15 — CA-FED-02. s. 7(4) is verified verbatim: "Subject to subsection (5), if the articles or a unanimous member agreement requires a greater number of votes of directors or members than that required by this Act to effect any action, the provisions ... prevail." Fix: replace the "fetch summary" and add a note on the (5) carve-out, which was not fetched.
  • R-16 — CL-NOTICE-CA-ON (UNVERIFIED). It says the notice manner "may be changed only by special resolution amending the Articles", but the clause itself sits in the by-law, and ONCA s. 55(1) says notice is given "in accordance with the by-laws". Per CA-ON-03, s. 17(1) only bars the directors from making the change by by-law; members change it by special resolution. Fix: confirm against ONCA ss. 17 and 103 in a browser and drop "amending the Articles" if wrong.
  • R-17 — CL-AUDIT-CA-ON wording. It lets members "appoint ... a person to conduct a review engagement" by ordinary resolution, then says a review needs an extraordinary resolution. Fix: say "an auditor, or, where an extraordinary resolution under s. 76 is in effect, a review-engagement person". (ONCA text UNVERIFIED this session.)
  • R-18 — CA-FED-12 excerpt. The s. 182(1) quote was not re-verified: the s. 179 and s. 189 pages did not display s. 182. s. 179 is now verified verbatim: "designated corporation means (a) a soliciting corporation that has gross annual revenues for its last completed financial year that are equal to or less than the prescribed amount or that is deemed to have such revenues under paragraph 190(a); and (b) a non-soliciting corporation that has gross annual revenues ... equal to or less than the prescribed amount." Fix: also mention s. 190: the Director may deem revenues on application.
  • R-19 — Member proposals gap. No rule or clause reflects s. 163: the proposal must be included in the notice (163(2)), there are director nominations by a prescribed percentage (163(5)), and cost rules apply (163(4)). CL-AMEND-MEMBERS-ONLY requires "a meeting called for that purpose", which could be read to block a s. 152(6)/163 by-law proposal at an annual meeting. Fix: add a one-line proposals clause and change the wording to "at a meeting of Members, the notice of which included the text".
  • R-20 — BL-TC-18 message. It rejects a "majority" members-only threshold, citing the special-resolution definition. Confirmation of ordinary by-laws is by ordinary resolution (152(2) / ONCA 17(2)); the ≥ 2/3 floor is needed only because the single threshold also governs s. 197/103 matters. Fix: word the message that way, or allow a majority for ordinary matters and 2/3 for s. 197 matters.
  • R-21 — CL-PASTOR-CALL template. "at least {{pastor_call_threshold}} of the votes cast" renders "at least simple of the votes cast" when simple is chosen. Fix: map simple to "a majority".
  • R-22 — CL-AMEND-US naming. applies_when: amendment_authority = board_then_members, but the text is a members-vote amendment with no Board step. CL-AMEND-MEMBERS-ONLY also lists US and says "Notwithstanding any power of the Board under the Act". Fix: rename or re-scope, and replace "the Act" for US.
  • R-23 — CL-BOARD-EMPLOYEE-CAP-ON. "the most recently appointed employee director ceases to hold office": a self-executing removal of an elected or ex officio director with no statutory hook (ONCA removal rules UNVERIFIED). Fix: make it a validation or eligibility rule ("no employee is eligible for election if..."), not an automatic removal.
  • R-24 — CL-ART-DISSOLUTION-QD. "as the members shall determine by special resolution" adds a condition not in s. 235(2). If the members never pass the resolution, the articles give no recipient and the s. 235(3) court route follows. Fix: add a fallback ("failing which, as the directors determine").
  • R-25 — BL-TC-03 / CL-ART-DISSOLUTION-QD. They label the clause "mandatory" for registered_charity = intends. Before registration s. 235(1)(a) does not yet apply, so "mandatory" presents a prudent choice as the law. Fix: label it "required for CRA registration" rather than "required by the Act". This is moot if R-05 / DQ-01(b) is adopted.

What I verified (primary source, fetched 2026-09-25)​

  • CNCA s. 2(1) definitions of special/ordinary resolution and soliciting corporation, and s. 2(5.1) (summary).
  • CNCA s. 7(1)(a)–(g), 7(3), 7(4) verbatim.
  • CNCA s. 128 (summary: "prescribed period" term; default one-annual-meeting term; holdover).
  • CNCA s. 152(1)–(6) verbatim. This confirms CA-FED-03 and answers the brief: yes, a directors' by-law is effective at Board approval and must be submitted to the next members' meeting; it lapses if not submitted or if rejected.
  • CNCA s. 163 (summary), s. 167(1) verbatim, s. 179 verbatim, s. 188(1)–(3) verbatim, s. 189(1)–(3) verbatim, s. 190 verbatim.
  • CNCA s. 197(1)(a)–(n) verbatim. This confirms CA-FED-10's list.
  • CNCA s. 235(1)–(4) ((1)(c) partly summarised).
  • Regulations s. 63 notice-board 30-day method and newspaper method (> 250 members); Reg. s. 81 (21 days for s. 185(2), not relevant).
  • IRS "Suggested language for corporations and associations": Articles Third/Fifth/Sixth numbering confirmed; the "Notwithstanding any other provision..." sentence confirmed; the court-of-competent-jurisdiction continuation confirmed in substance (summary). This closes most of OQ-10 and supports CL-ART-INUREMENT-US and CL-ART-DISSOLUTION-US.

What I could NOT verify (treat as unverified)​

  • All ONCA text (CA-ON-01 to CA-ON-16, CL-NOTICE-CA-ON, CL-AUDIT-CA-ON, CL-BOARD-EMPLOYEE-CAP-ON). https://www.ontario.ca/laws/statute/10n15 returned an empty body to WebFetch. I found no internal contradiction in the ONCA quotes except R-02 (transfer) and R-16.
  • CNCA s. 125 (the soliciting 3-director / 2-non-officer rule), s. 133, s. 136, s. 142 (officers), s. 154, ss. 156–158, s. 160, s. 162, s. 164, s. 171, s. 182.
  • Reg. s. 16 (soliciting amount/period), Reg. s. 80 figures, the s. 189(2) prescribed amount (OQ-02), the prescribed director-term period, and the prescribed requisition percentage.
  • The electronic 21–35-day window in Reg. 63: my fetch confirmed the notice-board and newspaper methods, but its answer did not restate the electronic window.
  • IRS Publication 557 PDF (not fetched; fetch budget spent). CRA canada.ca pages (not fetched).
  • Charities Accounting Act / O. Reg. 4/01 (OQ-07).