🇺🇸 🇨🇦 US and Canadian companies
Directors and officers: the minutes are theirs. Keep your own.
Your record. Dated. Not the company's.
What you received, asked, relied on and how you voted. Timestamped as it happens.
Private beta, invite only. Not legal advice.
One quarter, one board
The minutes
Minutes pending
- Minutes of Mar 7. “Discussion ensued. Motion carried.”
- No question. No dissent.
Your record
- Pack received
- Asked the CFO. Reply attached
- Dissent delivered
Around your seat, nothing is yours.
Company
The company's lawyer
Acts for the company.
Company
The D&O policy
The company's contract. Read it.
You
Director Record
Yours, whoever pays.
Three of these belong to the company. One is yours.
Where you sit changes how you lose
Same seat, different law. Each line links to its source.
🇺🇸 Delaware
The duty is oversight.
Directors must try, in good faith, to put a board-level reporting system in place and monitor it.
The minutes are the evidence.
Blue Bell's directors lost because the minutes showed no board-level discussion of the contamination reports.
Missing minutes are a pleading.
Teligent's plan administrator built an oversight claim on their absence. It survived dismissal.
Officers too.
Officers owe a duty of oversight, and a charter cannot exculpate it.
🇨🇦 Canada (CBCA)
The liability is statutory and personal.
Unremitted source deductions, GST/HST and up to six months of unpaid wages.
The defence is what you did before.
Due diligence means steps to prevent the failure, not to cure it.
Silence is consent.
Present at the meeting and not dissenting on the record, you are deemed to have consented.
Reliance is a defence, if you can show it.
Good faith reliance on financial statements or a professional's report.
Summaries, not legal advice. Read the source.
Same quarter. Two records.
One bad quarter, entry by entry.
The minutes
Your record
Mar 3
The minutes
Not in the minutes
Your record
Received
Q4 pack, 84 pages. Read Mar 5.
Q4 pack
Mar 6
The minutes
Not in the minutes
Your record
Call
Chair, 25 minutes, facility renewal. Dictated after the call.
Mar 6
The minutes
Not in the minutes
Your record
Asked
CFO, in writing: are source deductions current? Reply attached. Relied on.
Mar 7
The minutes
Not in the minutes
Your record
Voted
For the renewal. Against deferring payroll remittances.
Mar 7
The minutes
Not in the minutes
Your record
Dissent
Handed to the secretary before adjournment. Acknowledged by email at 12:10.
Apr 18
The minutes
“Item 4. Discussion ensued. Motion carried.”
Minutes of Mar 7, approved six weeks later. No dissent recorded.
Your record
Minutes received
They omit your dissent. Checked against your 11:42 entry.
1entry in the minutes, written six weeks later
6dated entries in yours, written as it happened
Illustration
Three years later
A letter arrives.
It asks what you knew and what you did.
Demand to inspect books and records
The minutes and board materials for the meeting of March 7, Item 4.
IllustrationWhat the court asks. What your record answers.
🇺🇸 Delaware
Received the Q4 pack and the compliance report. Read Mar 5.
🇨🇦 Canada
Asked the CFO: are source deductions and GST/HST current? Reply attached.
Relied on the auditor's written report. Attached.
Dissented from deferring payroll remittances. Handed to the secretary before adjournment.
Exported for your counsel as a cited chronology. Entries are an illustration.
🇺🇸Delaware courts give weight to contemporaneous minutes and little to ones assembled later. Strine, 2024 Since 2025 a stockholder's demand reaches the formal board materials first. SB 21 What the minutes leave out, your record keeps.
🇨🇦A director succeeded on evidence of informing shareholders and seeking funds. Hamad v. The Queen, 2019 TCC 137
Your record, kept as you go
Reminds
A duty calendar for your jurisdiction. Each item done becomes a dated entry.
Records
Packs, calls, questions and replies, dated as they happen. Dictate after the call.
Hints
A hint before the vote. What to ask and what to record. Prompts, not legal advice.
Dissents
Drafts your dissent for the secretary before adjournment. Keeps your dated copy.
Exports
On a demand, a chronology for your counsel. Every line cited to an entry.
AI
It reads the pack first and checks the minutes against your notes.
- No training on your data
- Nothing retained by a third party
- One seat at a time
- Every AI read logged in your record
- Drafts labelled drafts
Included within a per-seat allowance.
Three plans. The record is always yours.
Bought by you, by your company for the whole board or by the fund that appointed you for every board.
Individual
You buy.
One board. Calendar, record, hints, dissent and export. Add another board for $500 a year, each kept apart.
Company
The company buys.
Every director and officer, one invoice. The company sees that each seat is active, never an entry. If the company stops paying, you keep your seat on an Individual plan.
Group
A fund, family office or parent buys.
Every board it appoints to, every seat, one invoice. A portfolio view of which seats are active and which calendars are current, never an entry. Every entry timestamped by a third party and exported with a custodian affidavit.
Billed yearly. No plan is charged before your invite. Whoever pays, the record belongs to the person in the seat.
The beta is invite only.
Seats open in small groups. Directors and officers in the US and Canada go first, then brokers and litigators. Join the waitlist now and you hold your place.
Waitlist
Free
Your place in line, in order of request.
VIP first access
$1,000 deposit
Fully refundable until your invite, then credited to your first year.
- First invites, ahead of the waitlist
- Individual price locked for three years
- A direct line to the founder during the beta
Deposits open once payments are set up. Holding a seat now sends us an email and we keep your place.