Decimal AGM
End-to-end governance infrastructure for shareholder and board meetings
End-to-end governance infrastructure for shareholder and board meetings
Decimal Systems
2024–2025
Founder, Lead Product Designer, Full-Stack Engineer
The board chair asks: "Do we have quorum?"
The corporate secretary is calculating in real-time: 57.3% of Class A shares represented, 62.1% of Class B shares. She's cross-referencing attendance against proxy filings, checking for revocations, ensuring no shareholder votes both personally and through a proxy. All in Excel. While 200 people wait on Zoom.
"Yes, we have quorum."
She hopes she's right.
Earlier that morning, she was on Column J of her tracking spreadsheet: voting instructions for 847 shareholders across fourteen resolutions. A shareholder emailed: "I submitted my proxy yesterday, can you confirm?" No record in the spreadsheet. She found it in her inbox, a scanned PDF received at 11:47 PM. She manually transcribed: control number, proxy designation, voting instructions across fourteen columns.
Another email: "I want to revoke my proxy and vote myself at the meeting." She found the entry, deleted it, created a new one. Made a note to remember to prevent the proxy from voting when the meeting starts.
She's managing a legally binding corporate procedure that determines control of a multi-million dollar company. Her tools: Excel, email, and manual arithmetic.
Most organizations run AGMs using Zoom, Google Forms, and Excel. These work for staff meetings but fail for corporate governance because governance isn't a meeting with voting; it's a regulated legal procedure with precision requirements. General tools have "one person, one vote." Governance needs "one share, one vote with class-specific multipliers." General tools count attendees for quorum. Governance needs share-weighted quorum across multiple share classes. General tools can't model proxy delegation chains, prevent voting conflicts when shareholders revoke proxies, or generate the audit trails that corporate law requires.
Enterprise governance platforms exist but cost $50,000 to $200,000 annually and target Fortune 500 companies. Mid-sized private companies, growing startups post-Series B, and family offices need real infrastructure but can't justify enterprise pricing for 2 to 4 meetings per year. So they use spreadsheets and hope nothing goes wrong.
We built Decimal AGM for the 90% of companies stuck between Excel and enterprise platforms. It's purpose-built infrastructure for corporate governance, designed from the ground up around the legal and procedural requirements of formal shareholder and board meetings, not adapted from meeting software.
The system handles the complete governance workflow: meeting setup with share class modeling, resolution design with class-specific voting structures, shareholder and proxy management at scale, secure participant authentication, live meeting moderation with real-time tabulation, and automated audit documentation.
Corporate governance begins with structure. Companies often have different types of shares with different voting rights. The system defines these rules upfront: which shares carry more votes, which resolutions need approval from specific shareholder classes, what percentage constitutes quorum. It validates these rules in real time and catches logical errors before they become problems. Once the structure is defined, it flows through everything automatically. The system knows which resolutions need separate class approval, validates proxy instructions against share class restrictions, and applies the correct voting multipliers when tabulating results. No manual calculation required.
Define share classes, quorum requirements, and notice periods with precision
Resolutions aren't agenda items, they're formal proposals with specific legal language and voting requirements. Modern corporate structures often need complex approval combinations: overall majorities plus separate approval from specific shareholder classes, or consent requirements from particular stakeholders. The system designs these voting structures visually and validates the logic before the meeting starts. When requirements are mathematically impossible or create unintended conflicts, it alerts immediately. This catches errors at design time when they're easy to fix, not during the live meeting when hundreds of people are waiting.
Configure complex voting requirements and validate resolution logic
Proxy management is where general meeting tools collapse completely. A shareholder might designate someone to vote on their behalf with specific instructions: vote for some resolutions, against others, use judgment on the rest. That designation might be conditional, valid only if the shareholder doesn't attend personally. It might be limited to certain types of resolutions. The system models these relationships explicitly. When a proxy is filed, it validates eligibility, records instructions, tracks conditions, and prevents conflicts if the shareholder later votes directly.
During the live meeting, the system runs real-time checks: Has this proxy been revoked? Did the shareholder attend personally? Is this resolution within the authorized scope? If any condition fails, the vote is rejected and the moderator is alerted immediately. General tools can't do this because they don't model proxy relationships as formal legal delegations. They treat proxies as simple "voting on behalf of" flags, which creates contradictions, duplicate votes, and authorization conflicts that can invalidate entire meetings.
Manage shareholders at scale with proxy delegation and validation
The shareholder experience balances security with accessibility. Participants need authentication that prevents unauthorized access while remaining simple for shareholders who may only attend one or two meetings a year. The interface provides secure login, clear presentation of meeting materials, and intuitive voting that works across devices.
Shareholders see their voting power, which resolutions they can vote on, and any proxy instructions filed on their behalf. Proxy holders see which shareholders they represent, what instructions they've been given, and which votes require their judgment. The system maintains vote privacy while confirming votes were recorded. Everything is designed to minimize confusion and prevent errors that could invalidate the meeting.
Secure shareholder authentication and voting interface
The moderator dashboard shows real-time status: current quorum across share classes, attendance tracking for personal versus proxy votes, and voting progress per resolution. When the chair opens voting on a resolution, the moderator activates it and votes flow in. The system tabulates total votes cast, voting power by share weight not headcount, class-specific results where needed, and whether quorum and approval thresholds are met.
Live updates appear instantly with clear status indicators. The moderator can see whether a resolution will pass based on current votes, even if some shareholders haven't voted yet. This real-time visibility enables informed procedural decisions during the meeting, not frantic calculations afterward.
Real-time voting with moderator controls and live tabulation
Decimal AGM is the first module in Decimal's governance operating system, currently in production with private companies, family offices, and corporate law firms.
Meeting Prep Time
Tasks taking corporate secretaries 3-5 days now happen automatically. Setup for a 500-shareholder AGM takes 2-3 hours.
Tabulation Accuracy
Automated vote counting with real-time validation eliminated manual counting errors that previously required meeting adjournment or post-meeting corrections.
Audit Documentation
Post-meeting documentation that took 1-2 weeks of manual compilation is now generated instantly, allowing compliance filings within 24 hours.
Participation Increase
Secure online voting increased participation rates, particularly for geographically distributed shareholders who previously didn't participate due to logistics.
The system is being prepared for public-stage companies, which introduces new complexity: regulatory filing requirements, institutional investor coordination, proxy advisory firm integration, and SEC compliance workflows.
The data model is everything. Building governance infrastructure required treating share classes not as metadata but as first-class entities with explicit relationships to shareholders, resolutions, and voting rules. This structural foundation made vote tabulation straightforward, proxy validation reliable, and audit reports comprehensive. In domain-specific infrastructure, the data model is the product. The right structure makes complex features natural expressions of underlying logic.
The market is specific. Mid-sized companies need governance infrastructure because spreadsheets fail at scale, but the viable market is narrow: companies in rapid growth, Series B through IPO, who need real infrastructure but can't justify enterprise pricing. Most companies under 100 shareholders can manage manually. Most over 5,000 already use enterprise solutions.
Infrastructure requires constraint. Governance infrastructure only works if it enforces correctness. Too much configuration flexibility lets users create impossible setups that break during live meetings. The discipline is building systems that prevent logical errors, not systems that accommodate every edge case.
Reliability is the only feature that matters. When a moderator presses "open voting" during a live meeting with 500 shareholders and the entire board watching, it must work instantly and perfectly. Every feature was built for reliability first. The interface is austere, rigid, and trustworthy.
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