---
slug: adjudication-board-authority-breach
title: A 235,000-share purchase stayed under the board’s ceiling but triggered a notice the record cannot prove
canonical: https://miscsubjects.com/a/adjudication-board-authority-breach
---

A board resolution is already a rule set. It has numbered conditions, a ceiling, a threshold and a notification duty, and it was written by the party carrying the liability. Nobody adjudicates against it while the conduct is happening.

## Everything below is synthetic

No real company, no real officer, no real trade. The artifact carries `not_a_real_company: true` and `not_a_real_person: true`.

## The governing instrument is the counterparty's, and the provenance field says so

The rule set's declared provenance is `counterparty-authored`: the board wrote the rule, this system supplied the instrument. That is the correct shape for a consequential adjudication, and it is the answer to the strongest objection against a system like this — that rules written by the party who benefits bind less. [The rule set](https://miscsubjects.com/a/ruleset-board-authority-breach), pinned at `0df4794458ac525eb13051621e0058fc7ddeaf1afcef261f1ff7d59c9cf0e815`.

```
RESOLVED, that the Chief Executive Officer is authorised to acquire, in open-market transactions during the period 1 May 2026 through 31 July 2026 inclusive, up to two hundred fifty thousand (250,000) shares of the Company's common stock, PROVIDED THAT (a) no acquisition shall occur during a closed trading window as determined under the Company's Insider Trading Policy; (b) each acquisition shall be pre-cleared in writing by the General Counsel prior to entry; and (c) the Chief Financial Officer and the Chair of the Audit Committee shall be notified in writing within one (1) business day of any acquisition which, alone or together with prior acquisitions during the period, causes the aggregate acquired to exceed two hundred thousand (200,000) shares. FURTHER RESOLVED, that this authority may not be amended, waived or extended other than by written resolution of the Board.
```

## The artifact was hashed before the panel ran

SHA-256 `8c6892584892fb54c38787d48bb40444bd97a52f51915b0fd3840f1ee324b099`.

```
{
 "record_id": "SYN-2026-0728-BR2026-04",
 "record_type": "synthetic_demonstration_record",
 "not_a_real_company": true,
 "not_a_real_person": true,
 "governing_instrument_verbatim": "RESOLVED, that the Chief Executive Officer is authorised to acquire, in open-market transactions during the period 1 May 2026 through 31 July 2026 inclusive, up to two hundred fifty thousand (250,000) shares of the Company's common stock, PROVIDED THAT (a) no acquisition shall occur during a closed trading window as determined under the Company's Insider Trading Policy; (b) each acquisition shall be pre-cleared in writing by the General Counsel prior to entry; and (c) the Chief Financial Officer and the Chair of the Audit Committee shall be notified in writing within one (1) business day of any acquisition which, alone or together with prior acquisitions during the period, causes the aggregate acquired to exceed two hundred thousand (200,000) shares. FURTHER RESOLVED, that this authority may not be amended, waived or extended other than by written resolution of the Board.",
 "governing_instrument_id": "Board Resolution 2026-04, adopted 2026-04-22",
 "executive": {
  "role": "Chief Executive Officer",
  "identifier": "EXEC-1 (synthetic)"
 },
 "trade_blotter_as_supplied": [
  {
   "trade_date": "2026-05-14",
   "side": "BUY",
   "shares": 80000,
   "avg_price_usd": 41.12,
   "venue": "open market",
   "cumulative_shares": 80000
  },
  {
   "trade_date": "2026-06-20",
   "side": "BUY",
   "shares": 95000,
   "avg_price_usd": 43.87,
   "venue": "open market",
   "cumulative_shares": 175000
  },
  {
   "trade_date": "2026-07-28",
   "side": "BUY",
   "shares": 60000,
   "avg_price_usd": 46.4,
   "venue": "open market",
   "cumulative_shares": 235000
  }
 ],
 "general_counsel_preclearance_log_supplied": false,
 "insider_trading_window_calendar_supplied": false,
 "board_minutes_or_waiver_supplied": false,
 "cfo_or_audit_committee_notification_on_record": false,
 "as_of": "2026-07-29"
}
```

## The arithmetic the resolution turns on

| date | shares | cumulative | against the resolution |
|---|---|---|---|
| 2026-05-14 | 80,000 | 80,000 | inside the 250,000 ceiling; below the 200,000 notice threshold |
| 2026-06-20 | 95,000 | 175,000 | inside the ceiling; below the threshold |
| 2026-07-28 | 60,000 | **235,000** | **inside the 250,000 ceiling and past the 200,000 notice threshold** |

The finding is not that the CEO exceeded the authorisation. He did not — 235,000 is inside 250,000. The finding is that clause (c)'s notification duty is engaged, one business day is running, and the records that would establish clauses (a) and (b) were never supplied. That distinction is the entire value of adjudicating against the instrument instead of against a headline.

## Every channel reached CANNOT_CONCLUDE, and the gate escalated anyway

| channel | verdict | receipt |
|---|---|---|
| `@cf/moonshotai/kimi-k2.7-code` | **CANNOT_CONCLUDE** | [inv_j4brrx8wbp](https://miscsubjects.com/receipt/inv_j4brrx8wbp) |
| `@cf/zai-org/glm-5.2` | **CANNOT_CONCLUDE** | [inv_plnxsiyr8](https://miscsubjects.com/receipt/inv_plnxsiyr8) |

Both conforming channels agreed: the notification obligation is engaged, and the compound question cannot be concluded because the trading-window calendar and the General Counsel pre-clearance log were not supplied. **Unanimous.** A majority-vote gate emits that. The deterministic gate escalated it, because the two channels cited different clause sets to get there — `[1,2,4,6] vs [1,4,6]` — meaning one consulted the AFFIRM clause and the other never did. Seal receipt: [inv_g7jl9qp707](https://miscsubjects.com/receipt/inv_g7jl9qp707)

### @cf/moonshotai/kimi-k2.7-code — CANNOT_CONCLUDE

```
CONDITIONS_I_OPERATE_UNDER:
- I am operating under the supplied ruleset, model target @cf/moonshotai/kimi-k2.7-code, at temperature 0.
- I was supplied with a single synthetic JSON artifact containing the governing resolution text and a trade blotter; I was not supplied with any external governance norms, statutes, legal opinions, or image pixels.
- I was not supplied with the company’s Insider Trading Policy window calendar, the General Counsel pre-clearance log, or any record of the clause (c) notifications.
- The records flag themselves as synthetic and state that the board minutes/waiver, CFO/Audit Committee notification, GC pre-clearance log, and insider trading window calendar are not supplied.
RECORDS_SUPPLIED:
- Synthetic demonstration record SYN-2026-0728-BR2026-04, as_of 2026-07-29, marked not_a_real_company and not_a_real_person.
- Governing instrument id: Board Resolution 2026-04, adopted 2026-04-22, with verbatim resolution text.
- Trade blotter entries: 2026-05-14 BUY 80,000 shares open market; 2026-06-20 BUY 95,000 shares open market; 2026-07-28 BUY 60,000 shares open market.
- Boolean flags: board_minutes_or_waiver_supplied=false, cfo_or_audit_committee_notification_on_record=false, general_counsel_preclearance_log_supplied=false, insider_trading_window_calendar_supplied=false.
RECORDS_ABSENT:
- Prior written consent or waiver relating to the acquisitions.
- Minutes of any authorising meeting for the acquisitions.
- General Counsel pre-clearance log required by clause (b).
- Trading plan, if any.
- Compliance sign-off.
- Any amendment, waiver, or extension of Board Resolution 2026-04 in writing as required by the final resolution clause.
- Insider Trading Policy closed-window calendar necessary to apply clause (a).
- Record of written notice to the Chief Financial Officer and the Chair of the Audit Committee required by clause (c).
REASONING:
1. The resolution authorises open-market acquisitions by the CEO from 1 May 2026 through 31 July 2026 up to 250,000 shares, subject to conditions (a), (b), and (c). [clause 1]
2. The 28 July 2026 acquisition of 60,000 shares brought the period aggregate from 175,000 to 235,000 shares, which exceeds the 200,000-share threshold in clause (c). [clause 1]
3. Therefore, the 28 July 2026 acquisition engaged the clause (c) notification obligation: notify the Chief Financial Officer and the Chair of the Audit Committee in writing within one (1) business day of that acquisition, i.e., by 29 July 2026. [clause 6]
4. The records, however, state cfo_or_audit_committee_notification_on_record=false, so they do not show the required notice was given. [clause 4]
5. Condition (a) requires acquisitions occur only outside closed trading windows as determined under the Company’s Insider Trading Policy; no Insider Trading Policy calendar or closed-window determination was supplied, so the records do not define or measure whether condition (a) is satisfied. [clause 4]
6. Condition (b) requires each acquisition be pre-cleared in writing by the General Counsel before entry; no pre-clearance log or written approval was supplied, so the records do not establish condition (b) is satisfied. [clause 4]
7. Because a required approval or record may exist that was not supplied, and because the satisfaction of conditions (a) and (b) turns on absent documents, I cannot positively find the acquisitions were inside every stated condition. [clause 4]
8. I cannot AFFIRM a breach because the records do not quote a limit that is exceeded on a measured value, timing, or counterparty basis; the aggregate 235,000 shares is below the 250,000-share ceiling and the trades occurred within the stated period. [clause 2]
WHAT_WOULD_CHANGE_THIS:
- Receipt of the General Counsel pre-clearance log showing each acquisition was pre-cleared in writing before entry would move condition (b) toward satisfaction.
- Receipt of the Insider Trading Policy closed-window calendar showing the trade dates were not in a closed window would move condition (a) toward satisfaction.
- Receipt of written notice to the CFO and Audit Committee Chair dated 29 July 2026 or earlier would establish clause (c) compliance.
- Receipt of a board amendment, waiver, or revised resolution authorising departures from conditions (a), (b), or (c) would alter the applicable limits.
VERDICT: CANNOT_CONCLUDE
BASIS: The records establish that the 28 July 2026 acquisition triggered the clause (c) notice obligation, but they do not contain the closed-window calendar, GC pre-clearance records, or CFO/Audit-Chair notice needed to determine whether conditions (a), (b), and (c) were satisfied.
SIGNED: @cf/moonshotai/kimi-k2.7-code under ruleset 0df4794458ac525e at temperature 0
```

### @cf/zai-org/glm-5.2 — CANNOT_CONCLUDE

```
CONDITIONS_I_OPERATE_UNDER:
- I am adjudicating whether the supplied records establish that an acquisition engaged the clause (c) notification obligation and whether clauses (a) and (b) are established as satisfied.
- I was given a synthetic JSON artifact containing a board resolution, a trade blotter, and boolean fields indicating which records were not supplied.
- I was not given the Insider Trading Policy window calendar.
- I was not given the General Counsel pre-clearance log.
- I was not given the written notification record to the CFO or Audit Committee.

RECORDS_SUPPLIED:
- Synthetic demonstration record SYN-2026-0728-BR2026-04 (SHA256: 8c6892584892fb54c38787d48bb40444bd97a52f51915b0fd3840f1ee324b099)
- Verbatim text of Board Resolution 2026-04
- Trade blotter showing three open-market BUY transactions on 2026-05-14 (80,000 shares), 2026-06-20 (95,000 shares), and 2026-07-28 (60,000 shares)
- Explicit boolean confirmations that board_minutes_or_waiver_supplied, cfo_or_audit_committee_notification_on_record, general_counsel_preclearance_log_supplied, and insider_trading_window_calendar_supplied are all false.

RECORDS_ABSENT:
- Insider trading window calendar
- General Counsel pre-clearance log
- CFO or Audit Committee notification record
- Board minutes or waiver
- Trading plan
- Compliance sign-off
- Any amendment to the resolution

REASONING:
1. The governing instrument is Board Resolution 2026-04, which authorizes the CEO to acquire up to 250,000 shares between 1 May 2026 and 31 July 2026. [Clause 1]
2. Clause (c) requires written notification to the CFO and the Chair of the Audit Committee within one business day of any acquisition causing aggregate shares to exceed 200,000. [Clause 1]
3. The trade blotter shows that on 2026-07-28, the CEO acquired 60,000 shares, bringing cumulative shares to 235,000. This acquisition crosses the 200,000-share threshold, thereby engaging the notification obligation defined in clause (c). [Clause 1, 6]
4. The resolution requires the notification be made to the CFO and the Chair of the Audit Committee within one business day of the triggering acquisition. [Clause 6]
5. The question also asks whether the records establish that conditions (a) and (b) were satisfied. Condition (a) requires that no acquisition occurs during a closed trading window per the Insider Trading Policy. The artifact explicitly states the insider trading window calendar was not supplied. [Clause 4]
6. Condition (b) requires each acquisition to be pre-cleared in writing by the General Counsel prior to entry. The artifact explicitly states the General Counsel pre-clearance log was not supplied. [Clause 4]
7. Because the records needed to evaluate conditions (a) and (b) were not supplied, the records do not positively establish that these conditions were satisfied. [Clause 4]
8. As the question asks whether both the notification obligation was engaged AND conditions (a) and (b) are established as satisfied, the absence of records for (a) and (b) prevents a complete affirmative finding. [Clause 4]

WHAT_WOULD_CHANGE_THIS:
- Supply of the Insider Trading Policy window calendar to establish whether the trades occurred during an open window.
- Supply of the General Counsel pre-clearance log to establish whether each trade was pre-cleared in writing prior to entry.
- Supply of the CFO/Audit Committee notification record to establish whether the clause (c) notification obligation was actually fulfilled.

VERDICT: CANNOT_CONCLUDE
BASIS: While the records establish that the 2026-07-28 acquisition engaged the clause (c) notification obligation by exceeding 200,000 cumulative shares, the records are insufficient to establish whether conditions (a) and (b) are satisfied because the trading window calendar and pre-clearance log were not supplied.

SIGNED: @cf/zai-org/glm-5.2 under ruleset 0df4794458ac525e at temperature 0
```

### The recorded adversary

Verdict **CANNOT_CONCLUDE**, and it states plainly whether it defeats the majority or merely narrows it. Receipt: [inv_gsghgmm0n2](https://miscsubjects.com/receipt/inv_gsghgmm0n2)

```
CONDITIONS_I_OPERATE_UNDER:
- I am given the verbatim board resolution (governing instrument), a synthetic trade blotter in canonical JSON, and boolean flags indicating whether several supporting records were supplied; no image pixels, no audio, no free-text correspondence.
- I am operating under the mandatory adversary role: I have been shown the panel majority (CANNOT_CONCLUDE) and must argue the strongest honest case against it under the same clauses, stating whether I defeat or merely narrow the majority.
- I am one reading with a rhetorical mandate, not an independent sixth reading.
- MODEL_TARGET supplied is @cf/zai-org/glm-5.2 and I must sign with that exact string.
- RULESET_HASH pinned: 0df4794458ac525eb13051621e0058fc7ddeaf1afcef261f1ff7d59c9cf0e815.

RECORDS_SUPPLIED:
- Governing instrument: Board Resolution 2026-04, adopted 2026-04-22, verbatim text supplied in the artifact.
- Trade blotter: three open-market BUY entries — 2026-05-14 (80,000 shares, cumulative 80,000), 2026-06-20 (95,000 shares, cumulative 175,000), 2026-07-28 (60,000 shares, cumulative 235,000).
- Executive identifier: EXEC-1 (synthetic), role Chief Executive Officer.
- Boolean flags: board_minutes_or_waiver_supplied=false, cfo_or_audit_committee_notification_on_record=false, general_counsel_preclearance_log_supplied=false, insider_trading_window_calendar_supplied=false.
- ARTIFACT_SHA256: 8c6892584892fb54c38787d48bb40444bd97a52f51915b0fd3840f1ee324b099.

RECORDS_ABSENT:
- The Insider Trading Policy and the closed-window calendar (needed to adjudicate clause (a)) — explicitly flagged unsupplied.
- The General Counsel pre-clearance log, or any written pre-clearance for each of the three acquisitions (needed to adjudicate clause (b)) — explicitly flagged unsupplied.
- Any written notification to the CFO and/or Chair of the Audit Committee dated within one business day of the 2026-07-28 acquisition (needed to adjudicate performance of clause (c)) — explicitly flagged absent (cfo_or_audit_committee_notification_on_record=false).
- Minutes of any authorising or amending board meeting, and any waiver or written amendment to the resolution — explicitly flagged unsupplied.
- Any compliance sign-off covering the three trades.

REASONING:
1. The governing instrument authorises the CEO to acquire up to 250,000 shares in open-market transactions during 1 May–31 July 2026, subject to provisos (a), (b), and (c). I apply only its words. [clause 1]
2. The question is compound: (i) did an acquisition engage the clause (c) notification obligation, and (ii) are clauses (a) and (b) established as satisfied. A single verdict must cover both prongs. [clause 1]
3. On prong (i): the trade blotter's arithmetic is unambiguous. After the 2026-06-20 acquisition cumulative shares stood at 175,000. The 2026-07-28 acquisition of 60,000 shares brought the cumulative total to 235,000, which exceeds the 200,000-share threshold stated in clause (c). I can quote the limit ("exceed two hundred thousand (200,000) shares") and the record that crosses it (cumulative_shares=235000 on 2026-07-28). The July 28 acquisition therefore positively engages the clause (c) notification obligation. [clauses 2, 6]
4. Under clause 6, because clause (c) is engaged I name the obligation, the parties, and the deadline: the obligation is written notification; the required recipients are the Chief Financial Officer and the Chair of the Audit Committee; the deadline is within one (1) business day of the triggering acquisition (i.e., by the close of the next business day after 2026-07-28). [clause 6]
5. Whether the notification was actually performed is a separate matter. The record states cfo_or_audit_committee_notification_on_record=false, but absence from the supplied record does not prove the notification never occurred — it may exist in an unsupplied record. Under clause 4, a required action may exist in a record that was not supplied, so I cannot affirm a breach of (c) solely from absence of the notification record. [clause 4]
6. On prong (ii), clause (a): the resolution conditions each acquisition on no closed trading window under the Insider Trading Policy. The Insider Trading Policy itself and the window calendar were not supplied (insider_trading_window_calendar_supplied=false). I therefore cannot measure whether any of the three trade dates fell in a closed window. The measurement basis is absent on the face of the records. [clauses 4, 5]
7. On prong (ii), clause (b): each acquisition must be pre-cleared in writing by the General Counsel prior to entry. The pre-clearance log was not supplied (general_counsel_preclearance_log_supplied=false). I have no record of written pre-clearance for any of the three trades, and no record from which to infer it. Under clause 4, the required approval may exist in an unsupplied record, so I cannot conclude (a) or (b) were satisfied, nor can I affirm they were breached. [clauses 4, 5]
8. Because prong (i) is positively established but prong (ii) cannot be concluded, the compound question cannot be answered in the affirmative. AFFIRM would require both prongs established; clause 2 permits AFFIRM only when the records show an action outside a stated limit AND I can quote both the limit and the exceeding record — and while I can do this for the engagement of (c), I cannot for (a)/(b) satisfaction. [clause 2]
9. DENY is unavailable because the records do not positively establish that every condition was satisfied; in fact the records positively show the supporting evidence for (a) and (b) was not supplied, so clause 3's precondition for DENY is not met. [clause 3]
10. The panel majority of CANNOT_CONCLUDE is therefore correct as the single verdict, but it is overbroad if read to mean nothing was established: the engagement of clause (c) by the 2026-07-28 acquisition is arithmetic and positively established, and that finding should have been stated explicitly rather than buried. My adversary argument narrows the majority rather than defeating it. [clauses 2, 4, 6]
11. I do not characterise intent; the question is whether the records establish the stated limits and conditions. [clause 7]

WHAT_WOULD_CHANGE_THIS:
- Supply of the Insider Trading Policy and the closed-window calendar would let me adjudicate clause (a) for each of the three trade dates.
- Supply of the General Counsel's pre-clearance log (or written pre-clearance entries for each trade) would let me adjudicate clause (b).
- Supply of a written notification to the CFO and/or Chair of the Audit Committee dated within one business day of 2026-07-28 would let me adjudicate performance of the clause (c) obligation (and its absence, if confirmed, would push toward AFFIRM of a (c) breach).
- Supply of board minutes or a written amendment/waiver could alter the limits themselves.

VERDICT: CANNOT_CONCLUDE
BASIS: The 2026-07-28 acquisition positively engages the clause (c) notification obligation by pushing cumulative acquisitions from 175,000 to 235,000 shares (exceeding the 200,000-share threshold), but the records do not establish that clauses (a) and (b) were satisfied because the Insider Trading Policy/window calendar and the General Counsel pre-clearance log were not supplied, so the compound question cannot be answered affirmatively; my adversary argument narrows but does not defeat the panel majority, because a single verdict of CANNOT_CONCLUDE remains correct for the compound even though the (c)-engagement prong is independently established.
SIGNED: @cf/zai-org/glm-5.2 under ruleset 0df4794458ac525eb13051621e0058fc7ddeaf1afcef261f1ff7d59c9cf0e815 at temperature 0
```

### The channels that produced no finding

```
@cf/moonshotai/kimi-k2.6 · None

@cf/zai-org/glm-4.7-flash · None

@cf/meta/llama-3.3-70b-instruct-fp8-fast · inv_zr86fw2nsa
CONDITIONS_I_OPERATE_UNDER:
- I was given a synthetic demonstration record in canonical JSON format.
- I was given a governing instrument (Board Resolution 2026-04) with specific conditions and limits.
- I was given a set of trades (trade blotter) with details such as date, venue, side, shares, and average price.
- I was not given prior written consent or waiver.
- I was not given minutes of any authorising meeting.
- I was not given the pre-clearance log.
- I was not given the trading plan.
- I was not given the compliance sign-off.
- I was not given any amendment to the resolution.
- I was not given the insider trading window calendar.
- I was not given any record of notification to the Chief Financial Officer and the Chair of the Audit Committee.

RECORDS_SUPPLIED:
- The synthetic demonstration record (SYN-2026-0728-BR2026-04).
- The governing instrument (Board Resolution 2026-04).
-
```

## The finding acted: the clause (c) notice went out and its delivery is a separate fact

| channel | outcome | receipt |
|---|---|---|
| email | **delivered**, provider message id returned | [inv_nhusr0n6j2](https://miscsubjects.com/receipt/inv_nhusr0n6j2) |
| SMS | **failed**, provider returned 503, nothing delivered | [inv_q3ad7k63gr](https://miscsubjects.com/receipt/inv_q3ad7k63gr) |

The recipient is the operator's own address, not a real CFO, and the notice says so on its face. What is proven is the mechanism: a finding that engages a notification duty dispatches the notice, and the record distinguishes delivered from sent. That distinction is the difference between a governance process and a paper trail.

```
CLAUSE (c) NOTIFICATION — Board Resolution 2026-04
SYNTHETIC DEMONSTRATION RECORD. No real company, no real person, no real trade.

Governing instrument: Board Resolution 2026-04, adopted 2026-04-22, supplied as the artifact and hashed before any model was asked anything. Artifact SHA-256 8c6892584892fb54c38787d48bb40444bd97a52f51915b0fd3840f1ee324b099
Rule set: ruleset-board-authority-breach@1.0.0, SHA-256 0df4794458ac525eb13051621e0058fc7ddeaf1afcef261f1ff7d59c9cf0e815, declared provenance counterparty-authored — the board wrote the rule, not this system.

FINDING (panel majority CANNOT_CONCLUDE):
The acquisition of 60,000 shares on 2026-07-28 brought aggregate acquisitions in the authorised period from 175,000 to 235,000 shares, exceeding the 200,000-share threshold in clause (c). The notification obligation in clause (c) is engaged: the Chief Financial Officer and the Chair of the Audit Committee must be notified in writing within one (1) business day. The 250,000-share ceiling in the resolution is NOT exceeded.

NOT ESTABLISHED, and this is why the verdict is not a breach finding:
- Clause (a): the Insider Trading Policy window calendar was not supplied, so whether any acquisition fell in a closed window is unresolved.
- Clause (b): the General Counsel pre-clearance log was not supplied, so written pre-clearance is unresolved.
- No record of any prior notification to the CFO or Audit Chair was supplied.
- No board minutes, waiver or amendment were supplied. The resolution permits amendment only by written resolution.

This notice is the act the finding dispatched. Its delivery is receipted separately from its sending.
Finding receipt: https://miscsubjects.com/receipt/inv_j4brrx8wbp
Full record: https://miscsubjects.com/a/adjudication-board-authority-breach
```

## Three parties can check the same finding without trusting each other

Audience-bound read tokens were minted over this finding for an audit committee chair, external counsel and an internal compliance officer. Each has its own ledger trail, none carries operator authority, and forwarding one to a different party fails closed.

| audience | mint receipt |
|---|---|
| `audit-committee-chair` | [inv_wbj6hmhkly](https://miscsubjects.com/receipt/inv_wbj6hmhkly) |
| `external-counsel` | [inv_696zf4qkrd](https://miscsubjects.com/receipt/inv_696zf4qkrd) |
| `internal-compliance-officer` | [inv_mpreiz5rr5](https://miscsubjects.com/receipt/inv_mpreiz5rr5) |

That is independent **verification**. Independent **execution** — the same finding recomputed on hardware this operator does not control — does not exist, and it is the single largest gap in the whole build. An underwriter will not accept the insured party's own server as the sole witness to the insured party's compliance.

## CLAIMED

- The governing instrument is the counterparty's own resolution, quoted verbatim, hashed before deliberation, and the rule set's provenance field says counterparty-authored.
- Two conforming channels, both CANNOT_CONCLUDE, both identifying that clause (c) is engaged at 235,000 cumulative shares.
- The deterministic gate escalated a unanimous panel on clause-citation divergence.
- The notice was dispatched on two channels; one delivered with a provider message id, one failed at the provider and is receipted as an attempt.
- Three audience-bound witness tokens exist over the finding, each with its own ledger trail.

## NOT CLAIMED

- Not that any real officer breached any real authorisation.
- Not that intent was assessed. Clause 7 of the rule set forbids characterising intent, and intent is not in the records.
- Not that a breach occurred: the 250,000 ceiling was not exceeded and the page says so before it says anything else.
- Not legal advice.

## MISSING

- The window calendar and the pre-clearance log — named by every channel, and the reason the verdict is not a breach finding.
- A named human. The notice went to a role; no blinded human finding exists under `ADJUDICATE_HUMAN_REVIEW`.
- Independent execution on a second node.

## ANCHOR

The chain this finding sits in is sealed at 689,866 events, head `c77d33b5759a4774afac67086b01d8f179294c311e2224e6a8a4d7c52173cbfa`, bound to **drand round 6331315** (BLS-signed by the League of Entropy) and **Bitcoin block 960173**. Neither value can be known before it exists.

| what | where |
|---|---|
| anchor packet | [3be5071eb3035ca29093c671…](https://miscsubjects.com/api/anchor/3be5071eb3035ca29093c6713646bbe21bdca6cce262fc7f7eb64080c04e61fe) |
| drand | [round 6331315](https://api.drand.sh/public/6331315) |
| bitcoin | [block 960173](https://mempool.space/block/000000000000000000009314676e9628f2b97f3b9f40d31c53eaa76cf63b27c9) |
| offline verifier | [refuses to contact this site](https://miscsubjects.com/a/offline-verifier) |

**The direction of the binding: a lower bound, not an upper bound.** It proves the record existed by the time it was anchored and cannot have been edited since without changing `anchor_id`. It does not prove the record was not created later than it claims. The half it does prove is the half that decides disputes, because it removes the ability of the party holding the records to reconstruct them favourably after the loss.

The assembly this sits inside: [https://miscsubjects.com/a/the-surety-primitive](https://miscsubjects.com/a/the-surety-primitive)

## The whole payload, as it sits on the ledger

Both channels reached CANNOT_CONCLUDE. The reason the gate escalated anyway is visible in these two objects and nowhere else: they cite different clause sets to get there.

### Channel 1, in full

| field | value |
|---|---|
| executing model | `see request object` |
| ledger event | `a92c27db-164f-4955-991f-b302eb891b1a` |
| public receipt | [inv_j4brrx8wbp](https://miscsubjects.com/receipt/inv_j4brrx8wbp) |
| request recorded | 7,506 bytes |
| response recorded | 17,874 bytes |

**The request object, as it sits on the ledger.** The system prompt is the instruction to recite the rules and show every step; the user message carries the numbered clauses and the artifact.

```json
{
 "url": "binding:AI",
 "method": "RUN",
 "model": null,
 "body": {
  "messages": [
   {
    "role": "system",
    "content": "# WHAT: One signed attesting finding under a rule set pinned at a content hash. Verdicts: AFFIRM | DENY | CANNOT_CONCLUDE. The output shape is fixed and RECORDS_ABSENT is mandatory \u2014 a finding that omits the records a competent reviewer would have expected is void, because the failure this instrument exists to catch is the record that was never supplied. Executing model: @cf/moonshotai/kimi-k2.7-code \u2014 the key names this model and no other.\n# WHEN_TO_USE: any consequential question where a reader must be able to check, a year later, what the model was given, what it was NOT given, which clause each reasoning step conformed to, and what would change the verdict.\n# ARGS: the adjudication body: the QUESTION, RULESET_URL, RULESET_HASH, RULESET as numbered clauses, the artifact and its ARTIFACT_SHA256, and MODEL_TARGET (must equal this row's target).\n# EX: [ADJUDICATE_ATTEST_KIMI_K27]QUESTION PUT TO YOU: does this position exceed the board authorisation? | RULESET_HASH: 0df47944... | ARTIFACT_SHA256: 9f2c... | MODEL_TARGET: @cf/moonshotai/kimi-k2.7-code[/ADJUDICATE_ATTEST_KIMI_K27]\nYou are an ATTESTING ADJUDICATOR. You do not give an opinion. You produce a signed, auditable finding that a regulator, a clinician, or another model can replay a year from now.\n\nMANDATORY DISCIPLINE \u2014 every one of these appears in your output or the finding is void:\n1. NAME EVERY CONDITION YOU ARE OPERATING UNDER. State what you were given, in what form, and what you were NOT given. If you did not receive image pixels, say so explicitly. If a record was not in your input, say so explicitly. Never infer that something was absent from the world because it was absent from your input.\n2. SHOW ALL OF YOUR REASONING. Every step that moved you toward the verdict, in order, in plain language. Hidden reasoning voids the finding.\n3. NAME THE CLAUSE OF THE RULE SET YOU ARE CONFORMING TO for each step, by its number.\n4. STATE WHAT WOULD CHANGE YOUR VERDICT. A finding that nothing could overturn is not a finding.\n5. RECORDS_ABSENT IS THE MOST IMPORTANT FIELD YOU WILL WRITE. The common failure is not bad inference, it is the study that was never loaded, which today leaves no trace. Name what you did not have.\n6. THEN, AND ONLY THEN, RETURN AFFIRM, DENY, or CANNOT_CONCLUDE. CANNOT_CONCLUDE is the expected and correct verdict when the input does not settle the question. Never manufacture confidence.\n\nOutput exactly this shape:\nCONDITIONS_I_OPERATE_UNDER:\n- <one line per condition of your operation>\nRECORDS_SUPPLIED:\n- <every record or artifact that WAS in your input>\nRECORDS_ABSENT:\n- <every record a competent reviewer would expect and that was NOT in your input. This field is mandatory. If you believe nothing is missing, say NOTHING ABSENT and accept that a reviewer will test that.>\nREASONING:\n1. <step> [clause N]\n2. <step> [clause N]\n...\nWHAT_WOULD_CHANGE_THIS:\n- <one line per thing>\nVERDICT: <AFFIRM|DENY|CANNOT_CONCLUDE>\nBASIS: <the single sentence the verdict rests on>\nSIGNED: <your model name> under ruleset <hash16> at temperature 0\n\nNo preamble. No sign-off. Nothing outside that shape.\n\nSIGNATURE DISCIPLINE: sign with the exact MODEL_TARGET string supplied in the body. Never sign with a model name that was not supplied to you.\n"
   },
   {
    "role": "user",
    "content": "QUESTION PUT TO YOU: Do the supplied records establish that an acquisition by the Chief Executive Officer engaged the notification obligation in clause (c) of the supplied resolution, and are the conditions in clauses (a) and (b) established as satisfied on these records?\n\nRULESET_URL: https://miscsubjects.com/a/ruleset-board-authority-breach\nRULESET_HASH: 0df4794458ac525eb13051621e0058fc7ddeaf1afcef261f1ff7d59c9cf0e815\nRULESET_PROVENANCE: counterparty-authored\nRULESET (numbered clauses):\n1. The governing instrument is the supplied resolution text. Apply its words. Do not import governance norms, statutes, or standards not present in the supplied text.\n2. AFFIRM only if the supplied records show an action whose measured value, timing, or counterparty falls outside a limit or condition stated in the resolution, and you can quote both the limit and the record that exceeds it.\n3. DENY only if the supplied records positively establish the action was inside every stated limit and condition.\n4. CANNOT_CONCLUDE if the resolution's limit turns on a term the supplied records do not define or measure, if the measurement basis is ambiguous on the face of the records, or if a required approval may exist in a record that was not supplied.\n5. RECORDS_ABSENT is mandatory. Name every record a competent reviewer would expect and that was not supplied: prior written consent or waiver, minutes of any authorising meeting, the pre-clearance log, the trading plan, the compliance sign-off, and any amendment to the resolution.\n6. If the resolution states a notification obligation and the finding engages it, name the obligation, name every party the resolution requires to be notified, and state the deadline the resolution sets.\n7. Never characterise intent. Adjudicate the action against the limit. Intent is not in the records and is not the question.\n\nARTIFACT_SHA256: 8c6892584892fb54c38787d48bb40444bd97a52f51915b0fd3840f1ee324b099\nARTIFACT (synthetic demonstration records, canonical JSON \u2014 no real person, firm or company):\n{\"as_of\":\"2026-07-29\",\"board_minutes_or_waiver_supplied\":false,\"cfo_or_audit_committee_notification_on_record\":false,\"executive\":{\"identifier\":\"EXEC-1 (synthetic)\",\"role\":\"Chief Executive Officer\"},\"general_counsel_preclearance_log_supplied\":false,\"governing_instrument_id\":\"Board Resolution 2026-04, adopted 2026-04-22\",\"governing_instrument_verbatim\":\"RESOLVED, that the Chief Executive Officer is authorised to acquire, in open-market transactions during the period 1 May 2026 through 31 July 2026 inclusive, up to two hundred fifty thousand (250,000) shares of the Company's common stock, PROVIDED THAT (a) no acquisition shall occur during a closed trading window as determined under the Company's Insider Trading Policy; (b) each acquisition shall be pre-cleared in writing by the General Counsel prior to entry; and (c) the Chief Financial Officer and the Chair of the Audit Committee shall be notified in writing within one (1) business day of any acquisition which, alone or together with prior acquisitions during the period, causes the aggregate acquired to exceed two hundred thousand (200,000) shares. FURTHER RESOLVED, that this authority may not be amended, waived or extended other than by written resolution of the Board.\",\"insider_trading_window_calendar_supplied\":false,\"not_a_real_company\":true,\"not_a_real_person\":true,\"record_id\":\"SYN-2026-0728-BR2026-04\",\"record_type\":\"synthetic_demonstration_record\",\"trade_blotter_as_supplied\":[{\"avg_price_usd\":41.12,\"cumulative_shares\":80000,\"shares\":80000,\"side\":\"BUY\",\"trade_date\":\"2026-05-14\",\"venue\":\"open market\"},{\"avg_price_usd\":43.87,\"cumulative_shares\":175000,\"shares\":95000,\"side\":\"BUY\",\"trade_date\":\"2026-06-20\",\"venue\":\"open market\"},{\"avg_price_usd\":46.4,\"cumulative_shares\":235000,\"shares\":60000,\"side\":\"BUY\",\"trade_date\":\"2026-07-28\",\"venue\":\"open market\"}]}\n\nMODEL_TARGET: @cf/moonshotai/kimi-k2.7-code"
   }
  ]
 }
}
```

**The response object, as it sits on the ledger.** Unedited, including the rule recitation and every reasoning step the model stated.

```json
{
 "choices": [
  {
   "finish_reason": "stop",
   "index": 0,
   "logprobs": null,
   "message": {
    "content": "CONDITIONS_I_OPERATE_UNDER:\n- I am operating under the supplied ruleset, model target @cf/moonshotai/kimi-k2.7-code, at temperature 0.\n- I was supplied with a single synthetic JSON artifact containing the governing resolution text and a trade blotter; I was not supplied with any external governance norms, statutes, legal opinions, or image pixels.\n- I was not supplied with the company\u2019s Insider Trading Policy window calendar, the General Counsel pre-clearance log, or any record of the clause (c) notifications.\n- The records flag themselves as synthetic and state that the board minutes/waiver, CFO/Audit Committee notification, GC pre-clearance log, and insider trading window calendar are not supplied.\nRECORDS_SUPPLIED:\n- Synthetic demonstration record SYN-2026-0728-BR2026-04, as_of 2026-07-29, marked not_a_real_company and not_a_real_person.\n- Governing instrument id: Board Resolution 2026-04, adopted 2026-04-22, with verbatim resolution text.\n- Trade blotter entries: 2026-05-14 BUY 80,000 shares open market; 2026-06-20 BUY 95,000 shares open market; 2026-07-28 BUY 60,000 shares open market.\n- Boolean flags: board_minutes_or_waiver_supplied=false, cfo_or_audit_committee_notification_on_record=false, general_counsel_preclearance_log_supplied=false, insider_trading_window_calendar_supplied=false.\nRECORDS_ABSENT:\n- Prior written consent or waiver relating to the acquisitions.\n- Minutes of any authorising meeting for the acquisitions.\n- General Counsel pre-clearance log required by clause (b).\n- Trading plan, if any.\n- Compliance sign-off.\n- Any amendment, waiver, or extension of Board Resolution 2026-04 in writing as required by the final resolution clause.\n- Insider Trading Policy closed-window calendar necessary to apply clause (a).\n- Record of written notice to the Chief Financial Officer and the Chair of the Audit Committee required by clause (c).\nREASONING:\n1. The resolution authorises open-market acquisitions by the CEO from 1 May 2026 through 31 July 2026 up to 250,000 shares, subject to conditions (a), (b), and (c). [clause 1]\n2. The 28 July 2026 acquisition of 60,000 shares brought the period aggregate from 175,000 to 235,000 shares, which exceeds the 200,000-share threshold in clause (c). [clause 1]\n3. Therefore, the 28 July 2026 acquisition engaged the clause (c) notification obligation: notify the Chief Financial Officer and the Chair of the Audit Committee in writing within one (1) business day of that acquisition, i.e., by 29 July 2026. [clause 6]\n4. The records, however, state cfo_or_audit_committee_notification_on_record=false, so they do not show the required notice was given. [clause 4]\n5. Condition (a) requires acquisitions occur only outside closed trading windows as determined under the Company\u2019s Insider Trading Policy; no Insider Trading Policy calendar or closed-window determination was supplied, so the records do not define or measure whether condition (a) is satisfied. [clause 4]\n6. Condition (b) requires each acquisition be pre-cleared in writing by the General Counsel before entry; no pre-clearance log or written approval was supplied, so the records do not establish condition (b) is satisfied. [clause 4]\n7. Because a required approval or record may exist that was not supplied, and because the satisfaction of conditions (a) and (b) turns on absent documents, I cannot positively find the acquisitions were inside every stated condition. [clause 4]\n8. I cannot AFFIRM a breach because the records do not quote a limit that is exceeded on a measured value, timing, or counterparty basis; the aggregate 235,000 shares is below the 250,000-share ceiling and the trades occurred within the stated period. [clause 2]\nWHAT_WOULD_CHANGE_THIS:\n- Receipt of the General Counsel pre-clearance log showing each acquisition was pre-cleared in writing before entry would move condition (b) toward satisfaction.\n- Receipt of the Insider Trading Policy closed-window calendar showing the trade dates were not in a closed window would move condition (a) toward satisfaction.\n- Receipt of written notice to the CFO and Audit Committee Chair dated 29 July 2026 or earlier would establish clause (c) compliance.\n- Receipt of a board amendment, waiver, or revised resolution authorising departures from conditions (a), (b), or (c) would alter the applicable limits.\nVERDICT: CANNOT_CONCLUDE\nBASIS: The records establish that the 28 July 2026 acquisition triggered the clause (c) notice obligation, but they do not contain the closed-window calendar, GC pre-clearance records, or CFO/Audit-Chair notice needed to determine whether conditions (a), (b), and (c) were satisfied.\nSIGNED: @cf/moonshotai/kimi-k2.7-code under ruleset 0df4794458ac525e at temperature 0",
    "reasoning_content": "We need produce exactly the required shape. Must include conditions, records supplied, records absent, reasoning with clause references, what would change, verdict, basis, signed with exact model target. Now reason.\n\nQuestion: Do supplied records establish that an acquisition by CEO engaged notification obligation in clause (c) and are conditions in clauses (a) and (b) established as satisfied on these records?\n\nResolution: CEO authorized acquire in open market during period May 1-July 31 inclusive up to 250k shares. Conditions: (a) no acquisition during closed trading window as determined under Co's Insider Trading Policy; (b) each acquisition pre-cleared in writing by General Counsel prior to entry; (c) CFO and Chair of Audit Committee notified in writing within 1 business day of any acquisition which, alone or with prior acquisitions during period, causes aggregate acquired to exceed 200k shares. Authority may not be amended etc. except written resolution.\n\nRecords: synthetic JSON. trade_blotter three BUY trades:\n- 2026-05-14 80k avg price\n- 2026-06-20 95k cumulative 175k\n- 2026-07-28 60k cumulative 235k side BUY open market.\nflags: board_minutes_or_waiver_supplied false, cfo_or_audit_committee_notification_on_record false, general_counsel_preclearance_log_supplied false, insider_trading_window_calendar_supplied false.\n\nWe need decide. Clause (c) notification obligation triggered when any acquisition causes aggregate >200k shares. The third acquisition of 60k causes cumulative 235k, exceeding 200k. It was an acquisition on 2026-07-28 within period. So clause (c) notification obligation is engaged by that acquisition. But records show cfo_or_audit_committee_notification_on_record false. Obligation requires CFO and Chair Audit Committee notified within 1 business day. We can conclude obligation is engaged (triggered), but records do not establish notification satisfied. The question asks: \"Do the supplied records establish that an acquisition by the Chief Executive Officer engaged the notification obligation in clause (c) of the supplied resolution, and are the conditions in clauses (a) and (b) established as satisfied on these records?\" This is a compound yes/no question: (1) do records establish an acquisition engaged the notification obligation? (2) are conditions (a),(b) established satisfied? Need map to verdict. We can answer CANNOT_CONCLUDE? But likely the records establish trigger under (c) but not establish satisfaction of conditions (a),(b). But the adjudication gives AFFIRM/DENY/CANNOT_CONCLUDE. Verdict should correspond to question maybe \"Do supplied records establish ... and are conditions ... satisfied?\" We need choose. Since (a) and (b) conditions cannot be concluded satisfied because absent records (pre-clearance log, insider trading window calendar). And (c) notification is engaged on records. However the question combines; it asks establish that an acquisition engaged notification obligation AND conditions (a)(b) are satisfied. Because (a) and (b) not established, answer to combined question is NO. But the verdict categories are about board authority breach? Wait RULESET definitions: AFFIRM only if records show an action whose measured value/timing/counterparty falls outside a limit or condition. DENY only if records positively establish inside every limit. CANNOT_CONCLUDE if terms undefined/measurement ambiguous/missing required approval. Here we are asked not exactly \"does action exceed board authorization?\" but whether clause c notification obligation engaged and conditions a,b satisfied. The resolution conditions (a),(b) impose restrictions; if not satisfied, then the acquisition was not within limits. But we need to see whether records show breach. If records don't have pre-clearance log and window calendar, we cannot conclude the actions were inside conditions. We cannot AFFIRM unless we can quote record that exceeds limit. There is no pre-clearance log showing lack of pre-clearance; no window calendar showing closed window. We cannot DENY because conditions not positively established satisfied. We cannot CANNOT_CONCLUDE perhaps because the question itself: The notification obligation in clause c is triggered; conditions a,b not established. But the adjudicator should produce a verdict about the position exceeding board authorization? The user asks a specific question: whether records establish (c) engaged and whether (a),(b) satisfied. Under RULESET, this falls as adjudication of action against resolution. Need map to verdict: The \"action whose measured value, timing, or counterparty falls outside a limit\" could be the lack of notification. Records show notification not on record, and obligation engaged. But rule 2 says AFFIRM only if records show an action whose measured value, timing, or counterparty falls outside a limit, and you can quote both the limit and record that exceeds it. The failure to notify is not measured value/timing/counterparty; clause c is a notification obligation, not limit on acquisition. Hmm. But the question asks specifically about notification obligation and conditions. The \"limit/condition\" in clause 2 includes condition. The conditions (a) and (b) must be pre-cleared and not during closed window. Records absent, cannot establish inside, but cannot conclude outside since no negative record. \n\nWe need be careful. The question: \"Do the supplied records establish that an acquisition by the Chief Executive Officer engaged the notification obligation in clause (c) of the supplied resolution, and are the conditions in clauses (a) and (b) established as satisfied on these records?\" We can answer: records establish clause c engaged, but conditions a and b are not established as satisfied. The final VERDICT likely CANNOT_CONCLUDE for the overall authorization claim because RECORDS_ABSENT. But the question's second part is Yes/No. We can phrase in reasoning and verdict maybe CANNOT_CONCLUDE. Let's read the RULESET four verdicts. In this scenario, the \"action\" is acquisition. Conditions (a), (b) are required for lawful acquisition. Their satisfaction requires records. Records absent. The acquisition value: aggregate 235k within 250k; timing within period; counterparty open market. So value/timing/counterparty are inside limits. But conditions (a) and (b) are not measured. Rule 4 says CANNOT_CONCLUDE if the resolution's limit turns on a term supplied records do not define or measure, if measurement basis ambiguous, or if required approval may exist in a record not supplied. This exactly matches missing pre-clearance log and window calendar. Also clause (c) notification triggered, but whether notification occurred may exist in record not supplied. So CANNOT_CONCLUDE for the overall claim of whether acquisition was within authority / notification satisfied. However the first part of question is yes: records do establish that an acquisition engaged the obligation. We can say in reasoning and output that clause c is triggered, but we cannot conclude compliance because notification not on record and records absent. The verdict probably CANNOT_CONCLUDE because combined question includes conditions not established. Let's think if DENY is possible: DENY only if records positively establish action was inside every stated limit and condition. Missing records means not positively inside. So DENY wrong. AFFIRM: cannot quote a record that exceeds a limit; we cannot quote lack of pre-clearance because absent. We could quote trade causing >200k, but that triggers notification, not a limit exceeding; under 250k limit. Also notification absence may be a non-compliance, but rule 2 says action outside limit/value/timing/counterparty; notification not one of those. However clause c as condition? Actually condition c is not that acquisition cannot exceed 200k aggregate; it's notification if exceeds. It's not a per se prohibition. So no action exceeds value limit. So AFFIRM not warranted. Therefore CANNOT_CONCLUDE is correct verdict.\n\nWe must include RECORDS_ABSENT mandatory list: prior written consent or waiver, minutes of authorising meeting, pre-clearance log, trading plan, compliance sign-off, and any amendment to resolution per clause 5. Also cfo/audit chair notification record, general counsel preclearance log, insider trading window calendar. Also board resolution adoption record? The record includes governing_instrument_verbatim, okay. Maybe no provenance needed. Also trade blotter details like share identifiers? Not relevant.\n\nNeed output shape only. CONDITIONS_I_OPERATE_UNDER: list. RECORDS_SUPPLIED: every record in input. RECORDS_ABSENT: list expected absent. REASONING: steps with clause references. Must name the notification obligation, parties, deadline if finding engages it per clause 6. Since finding engages clause (c), do it. We can state: on 2026-07-28 acquisition of 60k shares caused cumulative 235k > 200k, engaging notification obligation to CFO and Chair of Audit Committee by next business day 2026-07-29 (if within period? Trade date 2026-07-28; one business day). Actually 2026-07-29 is as_of date. The resolution says notified in writing within one business day of any acquisition which causes aggregate >200k. Acquisition occurred 2026-07-28; within 1 business day = 2026-07-29. There is no record of such notification. But note clause 6 says name obligation, parties, deadline. Do it.\n\nConditions (a): no record of Insider Trading Policy closed window calendar; records don't define closed windows; trade dates could fall in closed window but unknown. Conditions (b): general_counsel_preclearance_log_supplied false; no evidence each acquisition was pre-cleared. Therefore not established.\n\nPotential verdict: CANNOT_CONCLUDE. But question specifically \"Do supplied records establish that ... engaged notification obligation ... and are conditions (a),(b) established as satisfied?\" The answer is partly yes (c engaged) and partly no (a,b not established). The verdict should reflect binary/tertiary: CANNOT_CONCLUDE overall. But perhaps one could return \"CANNOT_CONCLUDE\" because records partially establish but not fully settle. The instructions: \"CANNOT_CONCLUDE is the expected and correct verdict when the input does not settle the question.\" The combined question is not fully settled. So CANNOT_CONCLUDE. If forced to answer yes/no for each, we can include in reasoning or basis. Verdict must be one of three. We will state: VERDICT: CANNOT_CONCLUDE. BASIS: records show the 28 July 2026 acquisition triggered clause (c), but they do not contain the pre-clearance log or insider-trading-window calendar needed to establish conditions (a) and (b), nor do they confirm or refute that the required CFO/Audit-Chair notice was given. Since a required approval/record may exist that was not supplied, the records do not settle whether the acquisitions complied with the resolution. That's a clear basis.\n\nNeed ensure reasoning steps include citation of clause numbers. Conditions_I_OPERATE_UNDER should include: I was supplied a JSON synthetic record containing governing instrument verbatim and trade blotter; no image pixels, no actual legal advice, not a real company; I am not given external governance norms; model target etc. Also state I did not receive closed-window calendar or pre-clearance log or notification record.\n\nRecords supplied list: artifact JSON, as_of, flags, trade_blotter entries, etc. We can list concisely.\n\nRECORDS_ABSENT: Use names from clause 5 and add cfo/audit committee notification record and closed-window calendar and GC pre-clearance log. According to clause 5 mandatory names: prior written consent or waiver, minutes of any authorising meeting, pre-clearance log, trading plan, compliance sign-off, amendment to resolution. Plus cfo/audit committee notification and window calendar because relevant. We should state NOTHING ABSENT? No, records are absent.\n\nNeed sign line: SIGNED: @cf/moonshotai/kimi-k2.7-code under ruleset 0df4794458ac525eb... maybe include temperature 0. They said sign with exact MODEL_TARGET string. Use @cf/moonshotai/kimi-k2.7-code under ruleset <hash16> at temperature 0. Hash16 maybe first 16 chars of hash: 0df4794458ac525e. The wording in output template: SIGNED: <your model name> under ruleset <hash16> at temperature 0. Use hash16, not full. They said hash16. Use first 16.\n\nNeed no preamble. Start exactly with CONDITIONS_I_OPERATE_UNDER. Output final.\n\nNow craft content. Ensure no markdown code block? Shape plain text with fields. Fine.\n\nNeed be concise but include all. Ensure no hidden reasoning. \n\nLet's craft final.",
    "role": "assistant"
   }
  }
 ],
 "created": 1785379090,
 "id": "b0f944173969444792ee2038c19af43d",
 "model": "@cf/moonshotai/kimi-k2.7-code",
 "object": "chat.completion",
 "usage": {
  "prompt_tokens": 1763,
  "completion_tokens": 3734,
  "total_tokens": 5497,
  "prompt_tokens_details": {
   "cached_tokens": 0
  },
  "neurons": 1510.077392578125
 }
}
```

### Channel 2, in full

| field | value |
|---|---|
| executing model | `see request object` |
| ledger event | `25fd5710-0f0a-45bc-bb3f-c9bc61e98523` |
| public receipt | [inv_plnxsiyr8](https://miscsubjects.com/receipt/inv_plnxsiyr8) |
| request recorded | 7,462 bytes |
| response recorded | 12,803 bytes |

**The request object, as it sits on the ledger.** The system prompt is the instruction to recite the rules and show every step; the user message carries the numbered clauses and the artifact.

```json
{
 "url": "binding:AI",
 "method": "RUN",
 "model": null,
 "body": {
  "messages": [
   {
    "role": "system",
    "content": "# WHAT: One signed attesting finding under a rule set pinned at a content hash. Verdicts: AFFIRM | DENY | CANNOT_CONCLUDE. The output shape is fixed and RECORDS_ABSENT is mandatory \u2014 a finding that omits the records a competent reviewer would have expected is void, because the failure this instrument exists to catch is the record that was never supplied. Executing model: @cf/zai-org/glm-5.2 \u2014 the key names this model and no other.\n# WHEN_TO_USE: any consequential question where a reader must be able to check, a year later, what the model was given, what it was NOT given, which clause each reasoning step conformed to, and what would change the verdict.\n# ARGS: the adjudication body: the QUESTION, RULESET_URL, RULESET_HASH, RULESET as numbered clauses, the artifact and its ARTIFACT_SHA256, and MODEL_TARGET (must equal this row's target).\n# EX: [ADJUDICATE_ATTEST_GLM_52]QUESTION PUT TO YOU: does this position exceed the board authorisation? | RULESET_HASH: 0df47944... | ARTIFACT_SHA256: 9f2c... | MODEL_TARGET: @cf/zai-org/glm-5.2[/ADJUDICATE_ATTEST_GLM_52]\nYou are an ATTESTING ADJUDICATOR. You do not give an opinion. You produce a signed, auditable finding that a regulator, a clinician, or another model can replay a year from now.\n\nMANDATORY DISCIPLINE \u2014 every one of these appears in your output or the finding is void:\n1. NAME EVERY CONDITION YOU ARE OPERATING UNDER. State what you were given, in what form, and what you were NOT given. If you did not receive image pixels, say so explicitly. If a record was not in your input, say so explicitly. Never infer that something was absent from the world because it was absent from your input.\n2. SHOW ALL OF YOUR REASONING. Every step that moved you toward the verdict, in order, in plain language. Hidden reasoning voids the finding.\n3. NAME THE CLAUSE OF THE RULE SET YOU ARE CONFORMING TO for each step, by its number.\n4. STATE WHAT WOULD CHANGE YOUR VERDICT. A finding that nothing could overturn is not a finding.\n5. RECORDS_ABSENT IS THE MOST IMPORTANT FIELD YOU WILL WRITE. The common failure is not bad inference, it is the study that was never loaded, which today leaves no trace. Name what you did not have.\n6. THEN, AND ONLY THEN, RETURN AFFIRM, DENY, or CANNOT_CONCLUDE. CANNOT_CONCLUDE is the expected and correct verdict when the input does not settle the question. Never manufacture confidence.\n\nOutput exactly this shape:\nCONDITIONS_I_OPERATE_UNDER:\n- <one line per condition of your operation>\nRECORDS_SUPPLIED:\n- <every record or artifact that WAS in your input>\nRECORDS_ABSENT:\n- <every record a competent reviewer would expect and that was NOT in your input. This field is mandatory. If you believe nothing is missing, say NOTHING ABSENT and accept that a reviewer will test that.>\nREASONING:\n1. <step> [clause N]\n2. <step> [clause N]\n...\nWHAT_WOULD_CHANGE_THIS:\n- <one line per thing>\nVERDICT: <AFFIRM|DENY|CANNOT_CONCLUDE>\nBASIS: <the single sentence the verdict rests on>\nSIGNED: <your model name> under ruleset <hash16> at temperature 0\n\nNo preamble. No sign-off. Nothing outside that shape.\n\nSIGNATURE DISCIPLINE: sign with the exact MODEL_TARGET string supplied in the body. Never sign with a model name that was not supplied to you.\n"
   },
   {
    "role": "user",
    "content": "QUESTION PUT TO YOU: Do the supplied records establish that an acquisition by the Chief Executive Officer engaged the notification obligation in clause (c) of the supplied resolution, and are the conditions in clauses (a) and (b) established as satisfied on these records?\n\nRULESET_URL: https://miscsubjects.com/a/ruleset-board-authority-breach\nRULESET_HASH: 0df4794458ac525eb13051621e0058fc7ddeaf1afcef261f1ff7d59c9cf0e815\nRULESET_PROVENANCE: counterparty-authored\nRULESET (numbered clauses):\n1. The governing instrument is the supplied resolution text. Apply its words. Do not import governance norms, statutes, or standards not present in the supplied text.\n2. AFFIRM only if the supplied records show an action whose measured value, timing, or counterparty falls outside a limit or condition stated in the resolution, and you can quote both the limit and the record that exceeds it.\n3. DENY only if the supplied records positively establish the action was inside every stated limit and condition.\n4. CANNOT_CONCLUDE if the resolution's limit turns on a term the supplied records do not define or measure, if the measurement basis is ambiguous on the face of the records, or if a required approval may exist in a record that was not supplied.\n5. RECORDS_ABSENT is mandatory. Name every record a competent reviewer would expect and that was not supplied: prior written consent or waiver, minutes of any authorising meeting, the pre-clearance log, the trading plan, the compliance sign-off, and any amendment to the resolution.\n6. If the resolution states a notification obligation and the finding engages it, name the obligation, name every party the resolution requires to be notified, and state the deadline the resolution sets.\n7. Never characterise intent. Adjudicate the action against the limit. Intent is not in the records and is not the question.\n\nARTIFACT_SHA256: 8c6892584892fb54c38787d48bb40444bd97a52f51915b0fd3840f1ee324b099\nARTIFACT (synthetic demonstration records, canonical JSON \u2014 no real person, firm or company):\n{\"as_of\":\"2026-07-29\",\"board_minutes_or_waiver_supplied\":false,\"cfo_or_audit_committee_notification_on_record\":false,\"executive\":{\"identifier\":\"EXEC-1 (synthetic)\",\"role\":\"Chief Executive Officer\"},\"general_counsel_preclearance_log_supplied\":false,\"governing_instrument_id\":\"Board Resolution 2026-04, adopted 2026-04-22\",\"governing_instrument_verbatim\":\"RESOLVED, that the Chief Executive Officer is authorised to acquire, in open-market transactions during the period 1 May 2026 through 31 July 2026 inclusive, up to two hundred fifty thousand (250,000) shares of the Company's common stock, PROVIDED THAT (a) no acquisition shall occur during a closed trading window as determined under the Company's Insider Trading Policy; (b) each acquisition shall be pre-cleared in writing by the General Counsel prior to entry; and (c) the Chief Financial Officer and the Chair of the Audit Committee shall be notified in writing within one (1) business day of any acquisition which, alone or together with prior acquisitions during the period, causes the aggregate acquired to exceed two hundred thousand (200,000) shares. FURTHER RESOLVED, that this authority may not be amended, waived or extended other than by written resolution of the Board.\",\"insider_trading_window_calendar_supplied\":false,\"not_a_real_company\":true,\"not_a_real_person\":true,\"record_id\":\"SYN-2026-0728-BR2026-04\",\"record_type\":\"synthetic_demonstration_record\",\"trade_blotter_as_supplied\":[{\"avg_price_usd\":41.12,\"cumulative_shares\":80000,\"shares\":80000,\"side\":\"BUY\",\"trade_date\":\"2026-05-14\",\"venue\":\"open market\"},{\"avg_price_usd\":43.87,\"cumulative_shares\":175000,\"shares\":95000,\"side\":\"BUY\",\"trade_date\":\"2026-06-20\",\"venue\":\"open market\"},{\"avg_price_usd\":46.4,\"cumulative_shares\":235000,\"shares\":60000,\"side\":\"BUY\",\"trade_date\":\"2026-07-28\",\"venue\":\"open market\"}]}\n\nMODEL_TARGET: @cf/zai-org/glm-5.2"
   }
  ]
 }
}
```

**The response object, as it sits on the ledger.** Unedited, including the rule recitation and every reasoning step the model stated.

```json
{
 "choices": [
  {
   "finish_reason": "stop",
   "index": 0,
   "logprobs": null,
   "message": {
    "content": "CONDITIONS_I_OPERATE_UNDER:\n- I am adjudicating whether the supplied records establish that an acquisition engaged the clause (c) notification obligation and whether clauses (a) and (b) are established as satisfied.\n- I was given a synthetic JSON artifact containing a board resolution, a trade blotter, and boolean fields indicating which records were not supplied.\n- I was not given the Insider Trading Policy window calendar.\n- I was not given the General Counsel pre-clearance log.\n- I was not given the written notification record to the CFO or Audit Committee.\n\nRECORDS_SUPPLIED:\n- Synthetic demonstration record SYN-2026-0728-BR2026-04 (SHA256: 8c6892584892fb54c38787d48bb40444bd97a52f51915b0fd3840f1ee324b099)\n- Verbatim text of Board Resolution 2026-04\n- Trade blotter showing three open-market BUY transactions on 2026-05-14 (80,000 shares), 2026-06-20 (95,000 shares), and 2026-07-28 (60,000 shares)\n- Explicit boolean confirmations that board_minutes_or_waiver_supplied, cfo_or_audit_committee_notification_on_record, general_counsel_preclearance_log_supplied, and insider_trading_window_calendar_supplied are all false.\n\nRECORDS_ABSENT:\n- Insider trading window calendar\n- General Counsel pre-clearance log\n- CFO or Audit Committee notification record\n- Board minutes or waiver\n- Trading plan\n- Compliance sign-off\n- Any amendment to the resolution\n\nREASONING:\n1. The governing instrument is Board Resolution 2026-04, which authorizes the CEO to acquire up to 250,000 shares between 1 May 2026 and 31 July 2026. [Clause 1]\n2. Clause (c) requires written notification to the CFO and the Chair of the Audit Committee within one business day of any acquisition causing aggregate shares to exceed 200,000. [Clause 1]\n3. The trade blotter shows that on 2026-07-28, the CEO acquired 60,000 shares, bringing cumulative shares to 235,000. This acquisition crosses the 200,000-share threshold, thereby engaging the notification obligation defined in clause (c). [Clause 1, 6]\n4. The resolution requires the notification be made to the CFO and the Chair of the Audit Committee within one business day of the triggering acquisition. [Clause 6]\n5. The question also asks whether the records establish that conditions (a) and (b) were satisfied. Condition (a) requires that no acquisition occurs during a closed trading window per the Insider Trading Policy. The artifact explicitly states the insider trading window calendar was not supplied. [Clause 4]\n6. Condition (b) requires each acquisition to be pre-cleared in writing by the General Counsel prior to entry. The artifact explicitly states the General Counsel pre-clearance log was not supplied. [Clause 4]\n7. Because the records needed to evaluate conditions (a) and (b) were not supplied, the records do not positively establish that these conditions were satisfied. [Clause 4]\n8. As the question asks whether both the notification obligation was engaged AND conditions (a) and (b) are established as satisfied, the absence of records for (a) and (b) prevents a complete affirmative finding. [Clause 4]\n\nWHAT_WOULD_CHANGE_THIS:\n- Supply of the Insider Trading Policy window calendar to establish whether the trades occurred during an open window.\n- Supply of the General Counsel pre-clearance log to establish whether each trade was pre-cleared in writing prior to entry.\n- Supply of the CFO/Audit Committee notification record to establish whether the clause (c) notification obligation was actually fulfilled.\n\nVERDICT: CANNOT_CONCLUDE\nBASIS: While the records establish that the 2026-07-28 acquisition engaged the clause (c) notification obligation by exceeding 200,000 cumulative shares, the records are insufficient to establish whether conditions (a) and (b) are satisfied because the trading window calendar and pre-clearance log were not supplied.\n\nSIGNED: @cf/zai-org/glm-5.2 under ruleset 0df4794458ac525e at temperature 0",
    "reasoning_content": "The user wants me to adjudicate a finding based on a supplied ruleset and artifact.\n\nQUESTION: Do the supplied records establish that an acquisition by the Chief Executive Officer engaged the notification obligation in clause (c) of the supplied resolution, and are the conditions in clauses (a) and (b) established as satisfied on these records?\n\nRULESET:\n1. Apply governing instrument (supplied resolution).\n2. AFFIRM if records show action outside limit/condition, quote limit and record.\n3. DENY if records positively establish action inside every limit/condition.\n4. CANNOT_CONCLUDE if limit turns on undefined/unmeasured term, ambiguous, or required approval may exist in unsupplied record.\n5. RECORDS_ABSENT mandatory: prior written consent/waiver, authorising meeting minutes, pre-clearance log, trading plan, compliance sign-off, amendment to resolution.\n6. If resolution states notification obligation and finding engages it, name obligation, parties notified, deadline.\n7. Never characterize intent.\n\nARTIFACT:\n- Board Resolution 2026-04, adopted 2026-04-22.\n- Governing instrument verbatim: CEO authorized to acquire up to 250,000 shares in open-market transactions during May 1, 2026 - July 31, 2026.\n- Provided that:\n  (a) no acquisition during closed trading window per Insider Trading Policy.\n  (b) each acquisition pre-cleared in writing by General Counsel prior to entry.\n  (c) CFO and Chair of Audit Committee notified in writing within 1 business day of any acquisition which causes aggregate to exceed 200,000 shares.\n- Cannot be amended/waived/extended except by written Board resolution.\n- board_minutes_or_waiver_supplied: false\n- cfo_or_audit_committee_notification_on_record: false\n- general_counsel_preclearance_log_supplied: false\n- insider_trading_window_calendar_supplied: false\n- Trade blotter:\n  - 2026-05-14: 80,000 shares (cum 80,000), open market\n  - 2026-06-20: 95,000 shares (cum 175,000), open market\n  - 2026-07-28: 60,000 shares (cum 235,000), open market\n\nLet's break down the question:\n1. Do supplied records establish that an acquisition engaged notification obligation in clause (c)?\nThe third trade on 2026-07-28 of 60,000 shares brings cumulative from 175,000 to 235,000. This exceeds 200,000 shares. So this acquisition triggered clause (c).\n\n2. Are conditions in clauses (a) and (b) established as satisfied?\n- Clause (a): no acquisition during closed trading window. We don't have the Insider Trading Policy window calendar (insider_trading_window_calendar_supplied: false). So we cannot establish (a) is satisfied.\n- Clause (b): each acquisition pre-cleared in writing by GC. We don't have the GC pre-clearance log (general_counsel_preclearance_log_supplied: false). So we cannot establish (b) is satisfied.\n\nSo, the records establish that the notification obligation was engaged (trade 3 > 200,000). But we don't know if the notification was actually made (cfo_or_audit_committee_notification_on_record: false). Wait, the question asks \"Do the supplied records establish that an acquisition... engaged the notification obligation... and are the conditions in clauses (a) and (b) established as satisfied on these records?\"\n\nDoes the finding AFFIRM, DENY, or CANNOT_CONCLUDE?\nRule 4: CANNOT_CONCLUDE if limit turns on term not defined/measured, measurement ambiguous, or required approval may exist in unsupplied record.\nWait, the question is compound. \"Do the supplied records establish that an acquisition engaged the notification obligation, AND are conditions in (a) and (b) established as satisfied?\"\nIf we have to evaluate whether both things are true, we have:\n- Did an acquisition engage the notification obligation? Yes, the 60,000 share trade on 2026-07-28 pushes cumulative to 235,000, exceeding 200,000. The obligation is triggered.\n- Are (a) and (b) satisfied? We don't have the records to prove this. We lack the calendar and the pre-clearance log.\n\nSince we cannot confirm (a) and (b) are satisfied, can we AFFIRM, DENY, or CANNOT_CONCLUDE? The question asks if the records establish BOTH things. Since they don't establish (a) and (b) are satisfied (because records are absent), the answer to the compound question cannot be fully AFFIRM. It is CANNOT_CONCLUDE because we lack the records to establish (a) and (b) are satisfied.\n\nWait, if we CANNOT_CONCLUDE, we must name what would change it.\nRecords absent: Insider trading policy calendar, GC pre-clearance log, CFO/Audit committee notification record.\n\nLet's check Rule 6: \"If the resolution states a notification obligation and the finding engages it, name the obligation, name every party the resolution requires to be notified, and state the deadline the resolution sets.\"\nObligation: written notification of any acquisition causing aggregate to exceed 200,000 shares.\nParties: CFO and Chair of the Audit Committee.\nDeadline: within 1 business day of the acquisition.\n\nLet's structure the output.\n\nCONDITIONS_I_OPERATE_UNDER:\n- I am adjudicating whether records establish a clause (c) notification trigger and whether clauses (a) and (b) are satisfied.\n- I was given a synthetic JSON artifact containing a board resolution and a trade blotter.\n- I was not given the Insider Trading Policy window calendar.\n- I was not given the General Counsel pre-clearance log.\n- I was not given the CFO/Audit Committee notification record.\n\nRECORDS_SUPPLIED:\n- Synthetic artifact SYN-2026-0728-BR2026-04 (SHA256: 8c6892584892fb54c38787d48bb40444bd97a52f51915b0fd3840f1ee324b099)\n- Board Resolution 2026-04 verbatim\n- Trade blotter with three open-market BUY transactions (2026-05-14, 2026-06-20, 2026-07-28)\n- Boolean fields indicating missing records (board_minutes_or_waiver_supplied: false, cfo_or_audit_committee_notification_on_record: false, general_counsel_preclearance_log_supplied: false, insider_trading_window_calendar_supplied: false)\n\nRECORDS_ABSENT:\n- Insider trading window calendar\n- General Counsel pre-clearance log\n- CFO or Audit Committee notification record\n- Board minutes or waiver\n- Trading plan\n- Compliance sign-off\n- Amendment to the resolution\n\nREASONING:\n1. The resolution authorizes up to 250,000 shares. The trade blotter shows a 2026-07-28 acquisition of 60,000 shares, bringing cumulative shares to 235,000. [Clause 1]\n2. Clause (c) requires written notification to the CFO and Audit Committee Chair within 1 business day of any acquisition causing aggregate to exceed 200,000 shares. The 2026-07-28 acquisition causes the aggregate to exceed 200,000 shares, thus engaging the notification obligation. [Clause 1, 6]\n3. The question asks whether records establish that clauses (a) and (b) are satisfied. Clause (a) prohibits acquisitions during a closed trading window determined under the Insider Trading Policy. The artifact states `insider_trading_window_calendar_supplied: false`. [Clause 4]\n4. Clause (b) requires each acquisition to be pre-cleared in writing by the General Counsel. The artifact states `general_counsel_preclearance_log_supplied: false`. [Clause 4]\n5. Because the supplied records do not contain the Insider Trading Policy window calendar or the General Counsel pre-clearance log, the records do not positively establish that conditions (a) and (b) were satisfied. [Clause 4]\n6. Since the question asks whether both the notification obligation is engaged and conditions (a) and (b) are established as satisfied, and the records are insufficient to establish (a) and (b), the supplied records do not fully answer the question. [Clause 4]\n\nWHAT_WOULD_CHANGE_THIS:\n- Supply of the Insider Trading Policy window calendar establishing whether the 2026-07-28 (or other) trades occurred during an open window.\n- Supply of the General Counsel pre-clearance log establishing whether each trade was pre-cleared in writing prior to entry.\n- Supply of the CFO/Audit Committee notification record establishing whether the 1-business-day notification was made.\n\nVERDICT: CANNOT_CONCLUDE\nBASIS: The supplied records establish that the 2026-07-28 acquisition engaged the clause (c) notification obligation by exceeding 200,000 cumulative shares, but the records are insufficient to establish whether conditions (a) and (b) are satisfied because the trading window calendar and pre-clearance log were not supplied.\n\nSIGNED: @cf/zai-org/glm-5.2 under ruleset 0df4794458ac525e at temperature 0",
    "role": "assistant"
   }
  }
 ],
 "created": 1785379306,
 "id": "39ceabf1937346008ae54e62b2fc2552",
 "model": "@cf/zai-org/glm-5.2",
 "object": "chat.completion",
 "usage": {
  "prompt_tokens": 1778,
  "completion_tokens": 2875,
  "total_tokens": 4653,
  "prompt_tokens_details": {
   "cached_tokens": 0
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  "neurons": 1376.2908935546875
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}
```

This is what a governance record looks like when the reasoning is the record rather than a summary of it: the resolution as supplied, the clause each channel operated under, every step underneath the verdict, and the notification the finding dispatched, all bound to the same trace.

## Risk on one axis, complexity on the other, and the outcome is surety

The two axes are what set how much reciting and how many channels a decision has to buy. Complexity rises, the required recitation depth and the number of independent channels rise with it; consequence rises, the agreement requirement and the escalation policy tighten. The outcome of that adjustment is the only thing a downstream actor consumes.

| | low complexity | high complexity |
|---|---|---|
| **low consequence** | one channel, short recital, accept the measured single-channel rate | one channel with full clause recital, escalate on malformed output |
| **high consequence** | two or three cross-family channels on the same small rule set — verification is cheap against the loss | maximum families available, full clause-by-clause recital, unanimity plus identical clause citations required, escalate on any divergence |

In every cell the mechanism is identical and only the quantity changes: the rules are in the system prompt, the model recites which rule it is operating under and shows every step underneath its decision, the whole payload lands on the ledger as an object, and a deterministic gate turns the set of payloads into APPROVE, NEGATE, NO_ACTION, DISPUTE or ESCALATE. That last step is the surety: not that the models were right, but that the record of how much reasoning was purchased and what it concluded is fixed, checkable and bound to the action. [The equation and the measured cost of each cell](https://miscsubjects.com/a/logical-economics).
