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Church Bylaws Generator — open questions (revision 2, 2026-09-25)

Everything below is something the rules in rules.yaml could NOT source from a primary document, or a design decision the founder must make. Nothing here should be resolved by "it's well known" — each item names the fetch that would close it.

Revision 2 sourcing budget: 25 WebFetch calls (CNCA ss. 2, 128, 133, 141, 142, 151, 152, 156, 157, 158, 159, 160, 163, 167, 171, 188, 189, 197, 235; Regulations FullText, ss. 16, 37, 61, 74; one wasted on a table-of-contents page) plus an in-browser read of the ONCA (24 sections) and O. Reg. 4/01 s. 2.1. WebSearch was unavailable.

Closed in revision 2​

WasClosed by
OQ-01 CNCA ss. 2(1), 142, 156–158 not fetched verbatim; ONCA s. 51 not readAll fetched/read 2026-09-25 (CA-FED-11, -16, -17; CA-ON-23). The one residual is s. 128(3)'s term cap, now correctly cited to Reg. s. 28(1) (CA-FED-23).
OQ-02 CNCA review-engagement ceilingReg. s. 84: $250,000; s. 179 verbatim; s. 188 (review by default for designated corporations) added (CA-FED-12).
OQ-03 soliciting-corporation definition and $10,000Reg. s. 16 fetched (amount, period, date, duration); s. 2(1) verbatim; s. 2(5.1) still paraphrase (see OQ-03r).
OQ-05 prescribed members' quorum floorReg. s. 70: the by-law quorum must be a fixed number, a percentage or a formula — no floor (CA-FED-09).
OQ-07 (Ontario half) paying directors of a charitable corporationO. Reg. 4/01 s. 2.1(4) read: does not authorize payment "for services provided by a director as a director or employee" (CA-ON-08). REFER stays, now sourced.
OQ-10 IRS Articles Fifth/Sixth textBoth reviews returned the full text verbatim; clauses match (US-IRS-03, -04).
ONCA "unverified" (both reviews)ss. 1(1), 17, 18, 22, 23, 24, 26, 41, 46, 47, 48, 51, 52, 53, 55, 57, 58, 60, 64, 66, 67, 68, 76, 103 read in-browser and quoted in rules.yaml.

Sourcing gaps still open (re-fetch before publishing the affected text)​

OQ-03r — CNCA s. 2(5.1) letters. Two fetches returned the subsection as a summary, not verbatim. The generator's question (clause-library inputs.soliciting) is built on the summary plus Reg. s. 16 verbatim. One browser read of laws-lois.justice.gc.ca/eng/acts/C-7.75/section-2.html closes it.

OQ-04 — Does a super-majority placed only in the BY-LAWS bind for s. 197 matters? s. 7(4) (now verbatim) speaks of the articles or a unanimous member agreement; s. 7(5), to which it is subject, was not fetched. The safe advice (CA-FED-02, CL-AMEND-MEMBERS-ONLY) is "put it in the articles too".

OQ-06 — Financial year. No section positively says the year-end is a by-law matter; s. 160(1) merely refers to "the end of the corporation's preceding financial year". Low risk. ONCA s. 84 not read.

OQ-07r — Paying directors: CRA policy and the court-order route. CRA's directors' remuneration guidance (CPS-024 URL 404'd) and the Charities Accounting Act itself (as opposed to O. Reg. 4/01) were not read. Handling is REFER (CA-ON-08, CA-CRA-04); the generator now also refers any registered/intending charity in any Canadian jurisdiction that would have an employee director.

OQ-08 — CRA model purposes and CPS-024. CL-ART-PURPOSE-CA is built on the ONCA statutory head "advancement of religion". Fetch CRA "Model purposes" and align; then remove the flag.

OQ-09 — CRA's own model dissolution sentence. CL-ART-DISSOLUTION-QD uses CNCA s. 235(2) wording plus a "failing which, the directors determine" fallback. Compare with CRA's sample.

OQ-11 — Second US state citation. Texas BOC ch. 22 could not be read. NY N-PCL § 702 and Cal. Corp. Code § 9220 remain the two state citations.

OQ-12 — Denominational property / trust law. Deliberately REFER (CHURCH-OPT-04).

OQ-13 — Corporations Canada model by-law / By-law builder. Not fetched; useful secondary cross-check only.

OQ-14 — Natural-justice case law on member expulsions (Lakeside Colony v. Hofer; Senez; Aga). Named by a reviewer from memory, not fetched. The discipline clause exceeds ONCA s. 51(3) on every point, so the risk is low, but the cases should be read before the site says anything about them.

OQ-15 — CNCA Reg. s. 74(2) proxy-form requirements. Returned in summary only (seven conditions). CL-VOTING-MEMBERS says "in the form the Act and the Regulations require" and does not reproduce them.

OQ-16 — ONCA s. 56 (member proposals). Not read; CL-MEMBER-PROPOSALS relies on s. 17(6)'s cross-reference and the CNCA text.

OQ-17 — Corporations Canada's position on ex officio directors. Not fetched. CA-FED-23 rejects a voting ex officio pastor on the statutory text alone (s. 128(3) "members shall elect"; no by-virtue-of-office provision) and says "the Act has no provision for", not "prohibits".

OQ-18 — CNCA Reg. s. 71 (communication facilities for members' meetings). Not fetched.

OQ-19 — CNCA s. 7(1) paragraph letters are quoted from a reviewer's fetch, not this editor's; s. 125 and s. 179 likewise. All three are quoted verbatim in the reviews and are consistent with the first-pass fetch.

Design questions for the founder​

DQ-01 — RESOLVED (revision 2). The qualified-donee clause is included for every CNCA church: kind is mandatory where the Act requires it (registered charity, or soliciting / unsure), recommended ("required for CRA registration") for intends, and recommended ("not required by the Act for your answers") otherwise. The explainer states the s. 235(1)(c) five-year look-back.

DQ-02 — Members' quorum: warn or block on the majority default? Still "warn, don't block" (BL-TC-17c). Founder to confirm.

DQ-03 — Product floors that are NOT law. Members' quorum ≥ 1 and 1–100 %, board quorum ≥ 2, discipline response ≥ 15 days (CNCA and US only — it IS law in Ontario, s. 51(3)(a)), US notice 5–90 days, US amendment ≥ majority, bounds on age (12–21), inactivity (6–60 months), board notice (1–30 days), consecutive terms (1–6), AGM months (1–12). Every validation entry carries basis: statute | product; the UI must label product entries "ChurchWise minimum". Confirm the labelling rule.

DQ-04 — RESOLVED (revision 2). pastor_on_board defaults to ex_officio_nonvoting everywhere. CNCA: ex_officio_voting is rejected (CA-FED-23). ONCA: allowed, but it raises the O. Reg. 4/01 REFER banner and the remuneration sentence is withheld (CA-ON-08).

DQ-05 — RESOLVED (revision 2). The US output carries CL-US-SKELETON-NOTICE on both documents: "This is a SKELETON ... the law of the State of {{state}} governs". It also asks whether the church has statutory members and, if not, tells the lawyer to replace the member sections.

DQ-06 — Group-ruling churches (US). Unchanged: the connectional model inserts CL-DENOMINATIONAL-OVERSIGHT; no separate "group ruling" question yet.

DQ-07 — NEW. Requisition percentage default. The by-law now prints the statutory percentage (5 % federal, 10 % Ontario) unless the church chooses a LOWER figure. Should the UI even offer the override? Recommendation: offer it, defaulted to "use the Act's figure".

DQ-08 — NEW. Over-locking membership conditions in Ontario. ONCA s. 17(1) reserves only transfer, notice and absentee voting to the Members; a by-law membership condition could be amended through the ordinary s. 17 cycle. The generator locks the whole membership section to a Members' special resolution in Ontario too (lawful: "unless the by-laws otherwise provide"). Confirm that churches want that protection.

Answers to the brief's specific questions (for the record)​

  • ONCA church must not get CNCA soliciting language — enforced by BL-TC-04 (output_excludes: "soliciting corporation", "designated corporation", "public accountant") and by the per-jurisdiction variants of CL-AGM, CL-INTERP, CL-BOARD-NUMBER.
  • Does a non-registered-charity church get the "CRA" dissolution clause? Ontario — YES always (charitable corporation, s. 167(1)(d)(i)(A)); federal — MANDATORY if a registered charity or soliciting/unsure (s. 235(1)(a),(b)), RECOMMENDED-ON otherwise because of the s. 235(1)(c) 60-month look-back (Reg. s. 37); US — YES for every church (IRS organizational test), in the ARTICLES.
  • Is a directors' by-law effective before the members confirm it? Yes (CNCA s. 152(3); ONCA s. 17(3)) — EXCEPT s. 197(1) / s. 103(1)(g),(k),(l) matters, which the directors cannot make at all. A replacement by-law is therefore adopted by special resolution (CL-EFFECTIVE text_ca_replacement).
  • Can a paid pastor sit on an Ontario church board? Only as a REFER case: O. Reg. 4/01 s. 2.1(4) does not authorize paying "a director as a director or employee", so the church needs a court order or PGT consent. Default: attends without vote.
  • Quorum below a statutory minimum — there is no numeric statutory minimum for members' or directors' quorum in either Canadian Act (CNCA Reg. s. 70 prescribes only the form).