A resolution only becomes a resolution once someone implements it.
In many boards, this is exactly where something falls apart. The meeting was well prepared, the discussion careful, the minutes clean. And three months later someone asks the room what actually became of agenda item 4. Usually nobody knows exactly, and it is rarely down to negligence. It is because follow-up comes after the minutes instead of growing out of them.
What the law requires, and what it leaves open
Art. 713 para. 3 of the Swiss Code of Obligations (CO) requires minutes to be kept of the board's deliberations and resolutions, signed by the chair and the minute-taker. That is the entire legal requirement on form. How detailed the minutes are, which language they are written in and how they deal with assignments is not specified anywhere.
This is not a gap but room to shape. We have described the legal basis in detail in our article on Art. 713 CO.
For follow-up, a practical yardstick that has proven itself in boards follows from this. Every assignment needs three pieces of information: who, what, by when. If one is missing, it is not an assignment but a declaration of intent.
The third one in particular is underestimated. A date is rarely said out loud in the room. What gets said is "by the end of the month" or "before the next meeting". Whoever writes that into the minutes as it stands has documented the assignment, but not scheduled it. Three months later, nobody can reconstruct which end of the month was meant.
The three usual approaches, and why they fail
The Excel list. It is the most common approach and works for exactly as long as one person maintains it voluntarily. Its problem is not the technology but the double entry. The assignment is in the minutes and again in the list, and from the moment both exist, they drift apart. After three meetings nobody knows which version is right.
The email after the meeting. It reliably reaches the people concerned and then just as reliably disappears in their inbox. An email is a delivery route, not a status. It cannot answer what is open today.
The chair's memory. The underestimated default, especially in smaller boards. It works surprisingly well until the person in question steps down. Then the entire follow-up is gone, and nobody notices right away.
All three approaches have the same thing in common: the action item is kept separate from the minutes. With that, it loses its origin. You see the task, but no longer the resolution it came from, nor the documents the resolution was based on. That is precisely the context needed to judge whether an action item is done.
Reviewing resolutions as a standing agenda item
The most effective organisational change costs nothing and needs no software: open action items become a fixed agenda item, at the start of the meeting, not under "any other business" at the end.
This has three effects. Whoever took on an assignment knows they will be asked about it at the next meeting. Assignments that have become obsolete because the situation changed are closed deliberately instead of quietly left lying. And the agenda of the next meeting largely writes itself, because open action items are its natural candidates.
In boards with several companies, a fourth requirement comes on top: action items must stay separate for each legal entity and still be visible at a glance for the person holding the mandates. How to organise that is described in our article on board meetings in holding structures.
What can be automated, and what stays with the board
Recognising and following up can be automated. An AI can pick up from the discussion that an assignment has arisen, can assign the responsible person and derive the concrete date from "by the end of the month". It can link every action item to its origin, so that the meeting, the resolution and the related documents always remain reachable from the task. And next time, it can offer the open items as agenda suggestions.
Judgement cannot be automated. Whether a remark in the room was a request, a reminder or a binding assignment is a question of altitude, and that differs from board to board. A board of directors works at a strategic level, an executive board far more operationally. The same statement can be an action item in one body and a side remark in another.
That is why HeyEla puts a deliberate step between recognition and the action-item list. The AI suggests, a person confirms or discards, and only then does the action item become valid for the board. This is not a compromise but the condition for responsibility staying where it belongs.
The rest follows: in HeyEla, action items arise directly from the minutes, keep their origin, can be overseen across all meetings of a board, and the open items become the agenda items of the next meeting. There is no need for a second list.
Conclusion
Following up on resolutions is not an administrative matter but the part of board work that shows whether decisions have an effect. It almost never fails for lack of will and almost always because the action item is kept separate from the minutes.
Two things help immediately, regardless of any software: every assignment includes who, what and by when, with a real date. And open action items come at the start of the meeting, not at the end.