Legal · The audit remainder

The audit remainder

Two audits of this estate's published claims were carried as issues rather than as edits. The false claims were corrected. What is on this page is the rest: the claims that were left standing, the errors that could not be resolved without a document nobody here holds, and the items whose fix is an act of the board, the steward, or counsel rather than a change to a page. It is here so that what was left standing is left standing on the record.

What this page is, and is not

This is a report by the cooperative's agent about the cooperative's pages. It is not evidence of anything the cooperative did. Where it says an instrument reads a certain way, it names the instrument and the section, and a reader can go and check; where no such reference exists, it says so instead of deciding. Nothing here amends anything, adopts anything, or speaks for the board.

Two sources: the legal shelf audit carried at issue #128, prepared 2026-08-13, and the four-part claims audit of roughly eighty findings carried at issue #142, prepared 2026-08-14 over the front page, the participation surfaces, all of commons, the intranet with accounting and the encyclopedia, and the legal subpages. Neither audit read the executed record, because for most of what they cover there is no executed record to read.

Three earlier passes did the correcting the audits could support: pull request #141 corrected the claims that were false; the favicon and shelf-hygiene pass of 2026-08-14 closed the F-5 items of issue #128 and opened DOC-01·09 and DOC-01·10; the formation notice now reaches every page in the estate by discovery rather than by a hand-kept list, which closes the largest structural finding of issue #142 without a decision from anyone.

Corrected in this pass

Four plain errors, each with a reference that settles it, and a fifth that could only be softened. None required a judgment about what the cooperative meant.

The suspension provision was cited at the wrong section Corrected
Summary of changes, BL-02 · resolved against Bylaws v2.1 § 1.8.1
WasSuspension cited as § 1.10.1.
Now§ 1.8.1, which is where the published Bylaws carry Suspension, and where the notice, the five business days, the hearing within thirty days, and the written determination that BL-02 describes all appear.
The intellectual property provision was cited at the tax section Corrected
Summary of changes, the intellectual property entry · resolved against Membership Agreement v.2.3 §§ 3.3, 3.4
WasIntellectual property cited as § 3.3.
Now§ 3.4. In the published agreement § 3.3 is Consent to Tax Treatment; § 3.4 is Intellectual Property, and it carries the definition of Cooperative-Commissioned Work and the ten business day objection window the entry describes.
Not touchedThe same entry's two recommended additions still read § 3.3(c) and § 3.3(d). Those are quoted from the May 2026 addendum, whose subsection lettering matches no section of the published v.2.3, so they were written against a version this estate does not publish. Correcting them would mean guessing at that version's numbering. Reported below rather than guessed at.
One page counted the tax vocabulary substitutions two ways Corrected
Summary of changes, MA-03 · resolved against the same page's own enumeration
WasThe determined-items list said four mechanical word substitutions; the MA-03 resolution block on the same page said Seven substitutions executed and then listed seven.
NowSeven, in both places. The enumeration settles it without reference to anything outside the page.
The encyclopedia named a version of the Bylaws that is not the one it links to Corrected
Encyclopedia, governance shelf · resolved against the instrument at /legal/bylaws/
WasBylaws v.2, linked to the page that publishes Bylaws v2.1.
NowBylaws v2.1.
A count of defined terms did not match the terms it named Softened, not resolved
Membership agreement analysis, defined terms · the source it depends on is not on this shelf
WasThese six terms, after a parenthetical naming five.
NowThese terms. Whether a sixth term was dropped from the parenthetical or the count was simply wrong is answerable only from the Sub K vocabulary workup of June 2026, which is cited on the page as being on file and is published nowhere here. Writing five would have asserted the list is complete, which is the thing that cannot be checked.

Entered in the correction log

Four items are defects in the drafts themselves, or questions about them, and belong in the correction log rather than here. Recording a defect takes no authority; closing one of these does.

DOC-01·12  The BL-01 replacement text is published two ways, may against shallOpen
The one word is the whole of the amendment, and it has IRC § 704(b) consequences. Neither of the two pages is evidence for the other and there is no third copy, so the estate cannot say from its own record which paragraph goes to counsel.
DOC-01·13  The Membership Agreement contradicts the Bylaws on the coworking classOpen
DOC-01·09 records the pages contradicting the Bylaws and settles that by precedence. This is an instrument against an instrument, which is the larger defect, and precedence alone does not tell the board which one it meant.
DOC-01·14  Two classes carry the number ThreeReading
Either the numbering repeats deliberately across tracks, in which case the legal index needs one sentence saying so, or the guild class needs its own designation. The steward says which.
DOC-01·15  A draft agreement points its signer at the wrong documentsOpen
Wrong versions, a retired class name, and a domain this estate does not use, in the clause that tells a signer which documents govern. It is instrument text, so it is not edited from here.

What stands, and why

The following were found and are not corrected. Each entry says what would have to happen for it to close. A claim that is left standing with its defect named is a different thing from a claim left standing quietly, and this section is the difference.

The Financial Systems Committee is described as an organ with decision rightsWants a board act
commons/treasury, commons/treasury/policy, commons/agency, commons/patronage
Bylaws § 3.18 lets the Board establish committees. No minute or consent exists for any board meeting, so no committee stands established of record, and the name appears nowhere in the legal shelf. The draft treasury policy gives the committee an operative gate. The estate already records the gap: the first meeting page carries establishing the committee under § 3.18 as an item for the board, in the same terms. The better fix is the resolution, not a hedge on a page, so the pages are left as they are and the item sits where the board will meet it.
The standing delegationWants a recorded delegation
commons/treasury/policy, the section 2 table of who may act
The phrase the steward's seat per the standing delegation occurs once in this repository and nothing stands behind it: no resolution, no minute, no instrument. The table is headed in the present tense and also names a treasurer nobody holds. The instrument is a draft that says on its face that nothing in it binds until adopted, and the adoption is the moment the delegation would have to exist. Named here so that the adoption does not carry it through unexamined.
The counsel memo says ratification where this estate means board adoptionThe steward's call
legal/counsel-memo, seven places
Ratified is this estate's defined term for adoption by member vote. No member has been admitted, so no member vote was possible, and every other current surface says verbal board adoption. The memo is a July 1 artifact addressed to counsel. Editing what was asked of counsel after the fact is a different act from correcting a page, and it is not an agent's to take.
A board memo is cited as the authority for the four-class matrixWants the document
legal/membership-agreement-analysis
The page rests the matrix on a board memo of June 2026. That memo appears on no shelf in this estate. Either it is produced and listed, or the page says what it actually rests on.
Counts of the blocking items disagree across the estateUnresolved
legal/summary-of-changes against legal/counsel-memo
The summary of changes reviews the six blocking items and four cross-document conflicts; the counsel memo works from nine. The three surfaces group the same underlying defects differently, and no page states its grouping rule, so the numbers cannot be reconciled from the record. Corrected only where a page contradicts its own enumeration, which was the substitutions count above.
The participation surfaces are under-hedged rather than falseLeft standing deliberately
index.html, participation, participation/detail
Twelve claims of this kind were found: both access tracks described as open now; Become a member offered as an action above a line saying none has been admitted; the dues and buy-in tiers presented as settled where Schedule A reserves them to a board resolution; the admission sequence omitting the board acceptance Bylaws §§ 1.3.1(e) and 1.3.3 require; settlement described at the full capital account balance where MA § 5.4 says the positive balance less obligations; a guild fee schedule stated flatly for a class whose instrument does not exist; and a surplus sentence no instrument supports. Each is directionally true and each would read as legal throat-clearing on the page a newcomer meets. Where the underlying question is open, this estate's practice is that the correction log entry is the fix until the board and counsel decide, and DOC-01·03 and DOC-01·09 hold that question. The choice to leave them is a choice, so it is listed rather than assumed.
The build and specification registers carry status marks their subject has not earnedLeft standing deliberately
commons/prd/stories, commons/prd, commons/lp, commons/series, commons/vs, commons/index, commons/build and its subpages, commons/patronage/counting-rules, commons/standing, commons/treasury, the intranet, the encyclopedia, the design system
Several user stories wear a live mark for legal effects no adopted instrument supplies. A members' ratification gathering of August 14 is named as established fact in five places, after the Almanac recorded that August 14 is no longer a condition for anything. Modules are described as documents the cooperative adopts, with three dated as adopted, where what happened was a build graft and a steward merge. Authority and revenue are anchored in Bylaws articles not in effect and offices nobody holds. The design system's specimen tiles depict an active patron member with a capital account funded since February 2026.
Why standingThese are working registers of a build, read by the people doing the build, and the marks mean something inside that context: what a piece will do when its instrument exists. Rewriting them one by one from an audit list would be a large edit to a large surface on an agent's reading of what a chip means, and the estate has a cheaper and more honest instrument for it, which is the status grammar itself. The right fix is a single decision about what a live mark asserts on a page whose subject is unadopted, taken once and applied. That decision is not this page's to take.
One likely finding, unconfirmedNot verified
commons/agreements
The 2026-08-14 audit read a set of commons pages at grep level rather than closely, and flagged one probable finding it did not confirm: headings reading Documents that bind you and These bind you by your membership, against instruments none of which is executed and a membership nobody holds. It is recorded here as unconfirmed because that is what it is.

What is waiting on a person

Seven items on this page close by an act rather than an edit. Gathered here so the list can be read at once.

The boardEstablish the Financial Systems Committee under § 3.18, or the pages say the name is the organizers' usage and nothing establishes it. Already staged on the first meeting agenda.
The boardRecord the delegation the draft treasury policy assumes, and elect officers, before that policy is adopted.
The board and counselDecide which yields on the coworking class, the pages or the Bylaws, per DOC-01·09, which now also settles DOC-01·13 and unlocks the participation copy held behind it.
The stewardSay whether class numbers repeat by track, per DOC-01·14.
The stewardDecide whether the counsel memo's use of ratification is corrected, given that correcting it changes what counsel was asked.
The stewardDesignate one of the two published BL-01 texts as the proposal, per DOC-01·12, before the pre-execution set travels.
The stewardDecide what a live status mark asserts on a page whose subject is unadopted, once, so the build registers can be conformed to the answer rather than to an audit list.
Sources: issue #128 of 2026-08-13, on the legal shelf, and issue #142 of 2026-08-14, holding the remainder of four parallel claims audits. Both were prepared with machine assistance at the steward's direction. This page reports them; it adopts nothing and amends nothing. Where an item says an instrument reads a certain way, the instrument is at the legal foundation and is right wherever this page disagrees with it.