Escort each figure back to the system it came from and the day it was drawn, bind every paper to a version, and hold the pack for the Corporate Secretary.
A paper is drafted, and 8 Del. C. § 142(a) asks only that an officer record the proceedings.
02
A meeting approaches, and the circulation deadline is the one your bylaws set, not one a statute sets.
Reason
03
A figure lands in a paper, and it travels with the system it came from and the day it was drawn.
04
A consent is signed, and § 141(f) files it with the minutes, in the form the minutes are kept.
05
A pack is versioned, and a director reading a superseded paper is worse off than one reading none.
Decide
06
A demand arrives, and SB 21, signed 25 March 2025, narrowed § 220 to a closed enumerated list.
07
A minute is recorded, and nothing in the statute asks that it be approved, signed or attested.
Out
08
A committee meets, and its papers go to its own members, not to a general distribution list.
09
Execute write actions only inside the approval boundaries agreed during implementation.
→Product statement
The agent assembles, chases, versions and traces. The Corporate Secretary circulates and records, and the discipline that governs both is self-imposed rather than statutory.
2Paper context assembledThe meeting, the committee that owns it, the agenda item it answers and the deadline your bylaws fixed
3Figure sources draftedThe figure, the system beneath it, the gaps and completeness
4Controls appliedMembership checks, version checks, draw-date checks and completeness confidence
No human action required
Stages 1 to 4 run unaided, and nothing leaves the room at any of them — the agent is only assembling, and the secretariat enters at the completeness gate.
5DecisionSplits at the completeness gate
Sources sufficient
Passes to the Corporate Secretary to circulate.
Anything thin
Adds a secretariat read first.
Secretariat review
The pack is held with its papers, its gaps and the systems they name.
Circulate · Append source · Send to secretariat review
Circulated — by the Corporate Secretary▼
6Agenda and pack records updatedOnly where write access and records policy allow it
7Outcome evaluatedSource completeness, deadline coverage, secretariat corrections and what review found
Corrections
Each secretariat correction is counted in the evaluation.
What should not run autonomously
Human approval stays in control
Outside the boundary — human approval required8 items
Approving the minutes of a board or committee meeting.
Attesting a resolution for a closing certificate.
Drafting a resolution or the minutes of a meeting.
Deciding what a paper may claim about a figure.
Automation boundaryAgent acts unaided
✓Carry each figure with the source system it names.
✓Track the circulation deadline the bylaws set for each committee.
✓Bind every paper to a version and show what moved between them.
✓Chase the late paper and mark the hour it arrived.
Nothing is circulated or recorded except by the Corporate Secretary, and only on approval.
Judging whether a figure in a paper is right.
Telling a director that a paper is final.
Setting who sits on a given committee.
Changes to the minute book or the resolution text.
Example output
One board paper, annotated
Our shipped marketing campaign-analytics agent and any finance reporting agent produce the numbers upstream; this one records where each figure came from rather than producing it.
Board paper · single figureIllustrative example
Figure
Recorded as
Paper
Source of record
Confidence
Held for
Quarterly revenue, Audit Committee
Drawn from the reporting system it names
Revenue summary
Finance ledger, drawn 3 August 2026
Held uncirculated
The Corporate Secretary, by name
As receivedTaken from the reporting system and the paper that carried it — it reaches only as far as both do.
What the record holdsReporting systemDraw datePaper version
Why nothing is attested hereWhether a figure is right is a judgement the paper owner makes.
ActionCirculateAppend sourceSend to secretariat review
What the score decidesBelow the configured threshold a paper picks up a secretariat read before it is circulated.
Value
Where AI adds value
The same four claims, placed at the point in the workflow where each one applies.
Where the value landsValue 01 – 04
Every figureFrom the system that made it
03Source
Where the source is used
A board pack is not a legal record: this page shows what each paper rests on and what arrived late, and it makes no call on whether a figure is right.
01Approved path
No statute signs the minute
8 Del. C. § 142(a) asks one officer to record the proceedings in a book, and § 141(f) files consents with the minutes; attestation is bylaws, practice and contract.
02Human review
What was checked, and not found
No statute requires a board minute to be approved, signed or attested; two Delaware books-and-records decisions from this year are known at headline level only and are not cited here; and no penalty figure is published on this page.
04Build an evidence trail
The paper, the figure it carries and the secretary who circulated it stay together.
Integrations
Typical integrations
Five system groups connect to the same agent. Which of them are in scope is decided in discovery.
Board and committee secretariatMinute book · board portal Agendas, papers and consents
Finance and reportingLedger · reporting system Figures and their draw dates
Business units and functionsFunction owners · shared drives Draft papers and their sources
Agent
Board material preparation
Reads the agenda Assembles the pack Holds for the secretary
Committees and their membersCommittee charters · membership Confidentiality and access rules
Integration availability depends on the client's existing systems and API access.
Agent controls
Six tollgates between the model and the secretary
Six tollgates along one road, the last the least forgiving. What arrives is set out in the map below.
L6 · Outermost — last line of defenceInward → L1 · closest to the model
L6Rollback / safe modeNarrow the agent to draft assembly when evaluation or production signals degrade.Roll back
L5Version monitoringTrack model, prompt and pack rules; SB 21 (85 Del. Laws c. 6, 25 March 2025) narrowed § 220, so what sits inside the list is what a demand reaches.Track
L4TraceabilityRecord each figure, the system it came from, the date it was drawn and every read of the pack.Record
L3Secretary releaseHold the pack for the Corporate Secretary, whose attestation is bylaws and practice, not law; the hold governs circulation, not whether a figure is right.Gate
L2Sourcing guardrailsTest each paper against the system it names; Rutledge v. Clearway Energy Group LLC, No. 248, 2025 (Del., 27 February 2026) upheld SB 21 in full.Restrict
L1Confidence thresholdsRoute a thinly sourced paper to a secretariat read; a late paper is a governance problem, not a formatting one.Require review
Model corePack assembled — the paper, its figures, their sources and completeness
L1 – L2Test whether a paper may stand
L3Leaves the circulation to a named person
L4 – L5Keep the paper and the figure behind it
L6Falls back to draft assembly when signals degrade
How Nestack evaluates it
Evaluate the whole assembly — not only the board paper that comes out.
Coverage runs the whole depth of the workflow, and every layer is cut by slice.
Surface — the pack a director reads
Depth of coverage ▼
E1Final-output evaluationDid the paper carry the source each figure actually came from?
E2Step-level evaluationDid the agent read the right committee, the right agenda and the live membership?
E3Tool evaluationDid it read and write the correct paper and the correct pack version?
E4Confidence calibrationDo thinly sourced papers actually attract more secretariat corrections?
E5Slice evaluationHow does performance change across specific committees?
E6Business outcomeHow many papers needed a correction before the pack went out?
Floor — the record the company answers for
Failure modes
Where each failure originates in the agent
Seven failure modes, each fixed to the stage where it first surfaces.
Agent lifecycleDirection of processing →
01 · Retrieval1 mode
LV-03
Stale membership read
The committee list is not the one the charter now names.
Stage gathersThe agendas, the papers, the figures and the dates
02 · Reasoning2 modes
LV-04
Figure asserted, not sourced
A figure enters a paper with no system behind it.
LV-06
Superseded paper read as live
A withdrawn draft is worked as the current one.
Stage proposesThe papers, their figures and completeness
03 · Tool / write2 modes
LV-02
Thin paper passed forward
A paper moves on without the secretariat read.
LV-05
Paper sent beyond the committee
A paper reaches a director outside that committee.
Stage writesOnly where write access and approval policy allow it
04 · Output1 mode
LV-01
Circulated, source unrecorded
The pack shows a figure but not the system behind it.
Stage returnsThe pack a board reads and a demand may reach
05 · Change / Version1 mode
LV-07
Silent version drift
A paper is revised while the pack keeps the old one.
Stage tracksModel, prompt, pack rules and source fields
Sev-1 · a figure circulated with no sourceSev-2 · a paper reaches the wrong directorSev-3 · source degrades, pack held in draft
A committee-level source-traceability figure can read clean while Audit Committee papers carry most of the rework. Nestack reports the correction rate by committee, not only in total.
Slice performance — reported separately, not only in aggregateIllustrative example
Slice
Failure rate
Lift
Lift vs. threshold
Status
Audit Committee papers
10.1%
3.6×
Review
Remuneration Committee papers
7.2%
2.6×
Review
Nomination Committee papers
4.5%
1.6×
Watch
Full board papers
1.6%
0.6×
Normal
Bar: correction-rate lift vs. full board paper baseline · scale 0–4.0× · tick marks the 2.0× review threshold2 of 4 slices over threshold
Evidence-linked improvement
What an unsourced figure costs
A cycle ends when the unsourced board figure is a standing case. That suite is what the next pack issued is measured against.
Improvement cycle · five stagesSwitchback — the path turns at Improve and returns at Learn
01Detect
Correction rate rises on Audit Committee papers.
02Diagnose
The number in the board pack that nobody could trace back to a system is worked backwards until one cause is left standing.
03Improve
Changes leave numbered, and the papers that forced them travel attached.
04Verify
One paper case still failing is enough to stop the whole release.
05Learn
The case is kept, and the circulation rules are rewritten alongside it.
Learn → DetectThe return edge. The next pack is measured against a suite one case longer.
Typical build scope
Twelve workstreams across six weeks
The build scope read against the delivery timeline. Week structure follows the six-week plan — discovery, sources, pack assembly, evaluation, integration, then production validation and handover.
WorkstreamWeek 1Week 2Week 3Week 4Week 5Week 6
01Circulation-deadline and secretary-boundary work.
02Board, committee and reporting sources.
03Figure-to-system and version-coverage mapping.
04Draft paper ingestion.
05Figure, source and paper binding.
06Completeness scoring and review routing.
07Secretary circulation workflow.
08Board-portal integration.
09Sourcing and circulation cases.
10Guardrails and secretary controls.
11Paper-trail instrumentation.
12Deployment, documentation and Agent Care handover.
12 workstreams · 6 weeks · bar shows the weeks a workstream is active — several run in parallelFinal scope and sequence confirmed in discovery
Engagement tiers
What each tier includes
Rows are the capabilities named in each tier's scope. Higher tiers include everything below them.
Capability✓ in scope · — not at this tierPilotOne committee, one cycleProductionProduction board workflowAdvancedMultiple committees / boards
Introduced at Pilot
Pack assembly to your agenda✓✓✓
Corporate Secretary release✓✓✓
Standing-agenda baseline✓✓✓
Introduced at Production
Reporting by committee—✓✓
Secretary sign-off workflow in your systems—✓✓
Approved write-back—✓✓
Source-system integration—✓✓
Introduced at Advanced
Multi-board groups——✓
Cross-committee evidence packs——✓
Large paper estates——✓
Multi-committee circulation controls——✓
Build priceFrom $5,000From $8,000Custom quote
Final build priceConfirmed after discovery based on integrations, workflow complexity, paper volume, approval controls and deployment requirements.
Separate from buildBuild pricing is separate from recurring Agent Care, which covers managed monitoring, evaluations, incidents and verified improvements after launch.
What we need from you
What you bring, and what we build with it
Each input maps to a piece of build scope and a week in the delivery timeline.
You bringWe build with it
01Your committees and the members who sit on each→Committee mapping and paper captureWeek 1
02Representative board, committee and management papers→Source binding, version logic and the pack baselineWeek 2
03Your bylaws and the circulation deadline they fix→Agenda mapping, source binding and the automation boundaryWeek 1
04Access to relevant APIs, feeds or exports→Board, reporting and function source assessment, then integration setupWeek 2
05Packs you would not want disclosed→Sourcing cases and the evaluation suiteWeek 4
06What no board paper may establish→Completeness scoring, review routing, guardrails and release controlsWeek 3
07A Corporate Secretary to circulate and record→Release to the Corporate Secretary, then pilot and production validationWeeks 5–6
Nothing else is requiredDeployment, documentation and Agent Care handover are ours.
Delivery timeline
Four phases across six weeks
No band has been stretched to square the layout; the fifth column simply carries two phases at once.
PhaseW1W2W3W4W5W6
DiscoveryW1
BuildW2 – W3
EvaluateW4 – W5
Pilot & LaunchW5 – W6
Week focusW1Board workflow discovery, committee mapping and the automation boundaryW2Source integration and the board-paper baselineW3Pack assembly, version logic and release controlsW4Evaluation suite, sourcing cases and failure-mode testingW5Board-portal integration, pilot packs and targeted correctionsW6One board year run under the company secretary, then Agent Care handover
Reading the bandEach band is drawn to the work it names, and week five doubles because two phases run together.
At the end of W6When the paper record validates, Agent Care picks the agent up.
DurationSix-week plan shown · typical delivery 4–6 weeks depending on scope confirmed in discovery.
Next step · Strategy AI agent
Build a board pack agent that carries its sources into the room.
Show us one paper and the system its figures came from. What does Delaware require of a board minute? That one officer record the proceedings in a book, under 8 Del. C. § 142(a) — no signature, no approval, no attestation. The rest is bylaws and contract.
