Board governance your organisation can stand behind
Your board makes decisions that expose directors to liability and your organisation to scrutiny. When challenged, the question is simple: can you prove the decision was made through proper process? Decisio gives every board resolution a formal record — motion text, quorum check, individual votes, and an immutable timestamp. Not a paragraph in the minutes.
Board decisions deserve better than email threads and meeting minutes
A vote by reply-all is not a resolution
Someone proposes a motion over email. Directors respond "agreed" at different times, some reply only to the sender, and one response bounces. There is no quorum verification, no threshold enforcement, and no immutable record. If a shareholder or regulator asks how the decision was made, there is nothing defensible to point to. Email was designed for conversation, not corporate governance.
Meeting minutes are a summary, not a decision record
Minutes are drafted days after the meeting by someone reconstructing events from memory and shorthand notes. They capture the flavour of the discussion, not the precise motion text, the individual votes, or the evidence that was considered. Directors sign off on minutes that approximate what happened — and those approximations become the permanent record. When it matters, approximation is not enough.
Circular resolutions passed by email have no governance basis
When a decision cannot wait for the next board meeting, the board passes a circular resolution by email — directors replying "I agree" at different times, to different recipients. There is no quorum check, no formal motion text, no timestamp, and no proof that the required majority actually agreed. Email circular resolutions are common practice and legally fragile. If contested, there is nothing more to produce than an inbox.
Without structured process, good intentions are not governance
The board discusses a matter, reaches general agreement, and moves on. No formal motion was proposed. No one seconded it. No vote was recorded. When there is no formal process, there is no way to demonstrate that a decision was made through proper governance. And if you cannot demonstrate it, it may as well not have happened.
How a board uses Decisio
Decisio follows the governance process boards already use — agenda items, motions, votes, and resolutions — and makes every step formal, recorded, and permanent.
Prepare the agenda
Create an issue for each matter requiring a board decision. Attach the board papers, financial reports, legal opinions, and supporting documents as exhibits. Share in advance so directors can review the material before the meeting.
Propose and second
A director proposes a formal motion — a clear, actionable statement of what the board is being asked to decide. Another director seconds the motion, confirming that the matter deserves the board's consideration. The motion text is locked on the record before the first vote is cast.
Vote with quorum
Each director submits their vote — aye, nay, abstain, or recuse — with an optional written justification. Quorum is enforced automatically: the motion cannot pass without sufficient participation. Thresholds — majority, supermajority, or unanimous — are applied to the result.
Record the resolution
The company secretary records the outcome as an immutable resolution: the motion text, the vote breakdown showing who voted and how, the exhibits that were considered, and a server-generated timestamp. The resolution cannot be edited, deleted, or backdated. If circumstances later change, you supersede it — the original stays on the record.
Built for board governance
Quorum enforcement
A board decision is not valid without sufficient participation. Set quorum by count or percentage to match your constitution.
Supermajority thresholds
Constitutional amendments, major expenditure, and sensitive matters require more than a simple majority. Configure majority, supermajority (two-thirds), or unanimous thresholds per motion.
Seconding
Motions require formal support from another director before consuming the board's time. Just like in the boardroom.
Immutable resolutions
Once recorded, a board resolution cannot be edited, deleted, or backdated. If circumstances change, you supersede with a new resolution — the original stays on the record.
Conflict of interest handling
When a director has a conflict of interest, they recuse from the vote. The recusal is recorded against their identity, excluded from the threshold calculation but counted toward quorum — exactly as governance rules require.
Transparent voting with justification
Directors' reasoning is on the record alongside their vote. After submitting, each director can see how others voted — preventing groupthink while maintaining accountability.
What boards use Decisio for
Annual budget approval
Present the financials as exhibits, record the motion and vote, and produce an immutable resolution approving the budget.
Fiduciary decisions
Document investment authorisations, major contracts, and expenditure approvals with the evidence that was considered and the votes that were cast.
Circular resolutions
Pass formal resolutions outside of meetings with the same governance rigour as an in-person vote. Quorum is enforced, the motion text is locked, and the outcome is immutable — a legally defensible circular resolution, not an email chain.
Policy changes
Propose amendments to standing policies with the supporting rationale attached, vote with the appropriate threshold, and record the outcome.
NFP and charity board governance
Volunteer directors, geographically dispersed committees, and AGM resolutions — Decisio handles the formal governance requirements of not-for-profit and charitable organisations with the same rigour as corporate boards.
Governance your board can point to
When a decision is challenged, your board needs more than meeting minutes. Create your board workspace and start building a proper governance record — free to start, with no time limit.