A good meeting starts days before the date. Whoever sends the invitation decides what will be discussed, in which order and on what basis. Whoever receives it decides in the days that follow how well prepared they will be.
Both are work you do not see in the meeting itself. And both have changed less in recent years than almost any other part of board work. In many companies the invitation is still an email with a PDF and seven attachments.
What an invitation must contain
The Swiss Code of Obligations (CO) is surprisingly restrained about board meetings. Unlike the general meeting, which under Art. 700 CO must be convened at least 20 days in advance, the law prescribes no notice period for a meeting of the board of directors. The period is normally set in the organisational regulations, and that is where it belongs.
What the law does regulate are two rights of the individual members. Under Art. 715 CO, every member may request, stating the reasons, that a meeting be convened. And under Art. 715a CO, every member is entitled to information on all matters of the company. This right to information is the real reason why documents belong to the meeting: a member who is meant to take part in a decision must be able to know what they are deciding on.
In practice, a core has therefore emerged that belongs in every invitation:
- date, time and place, or the format of the meeting if it takes place fully or partly online
- the agenda, in the order in which it will be dealt with
- for each agenda item, the documents the discussion is based on
- for motions, the motion itself, so it is clear what will be decided at the end
- the participants, and for guests, which agenda items they will join for
How detailed the minutes turn out later is covered in our article on Art. 713 CO. Much of what should end up cleanly documented there starts here.
How an agenda comes together
An agenda is rarely written from scratch. It is made up of three sources, and knowing them saves most of the time.
The open action items. What was decided and assigned in the last meeting belongs back on the table in the next one, ideally as a fixed agenda item at the start. How to organise that is described in our article on following up on board resolutions.
What was postponed. Topics that did not fit into the last meeting or were deliberately deferred. They are the easiest to lose, because they are not recorded anywhere as an assignment.
The annual plan. The recurring topics that fall due at a certain point in the year: preparing the general meeting, the annual accounts, the budget, the strategy, the risk assessment. Whoever spreads them across the year's meetings in advance does not have to look for them each time.
On top of that comes whatever has arisen since the last meeting, usually scattered across emails, notes and conversations.
An agenda for an ordinary meeting in the autumn could look something like this:
- Welcome, confirmation of quorum
- Approval of the minutes of the last meeting
- Open action items
- Business performance and figures as of 30 September
- Budget for the following year, first reading
- Strategy: location question, motion by the executive board
- Risk assessment
- Any other business
The order is not random. Formalities and action items come first because they are short and establish where things stand. The topics that need a decision follow while concentration is high. Any other business comes last.
Where preparation gets stuck in practice
The difficulty rarely lies in knowing what belongs in an invitation. It lies in the format.
The agenda exists as a Word document, the documents as attachments to an email, some of them on a SharePoint, and a revised version of the business case arrives two days later in a second email. Anyone who wants to prepare first has to piece together which document belongs to which agenda item and which version is the current one.
Then there is the question of access. Not everyone invited to a meeting should see all the documents. A guest who joins for a single agenda item needs that item's documents and nothing else. With email attachments, this can hardly be solved cleanly. More on this in our article on access rights in the board.
The pre-read as a format
A pre-read is the answer to the format problem. Instead of an email with attachments, every member receives one page on which the meeting is laid out the way it will take place: the agenda items in their order, and at each agenda item the documents that belong to it.
In HeyEla, this pre-read is created directly from the meeting preparation. The agenda can be uploaded if it already exists, or created from context, notes, documents, recurring topics and open action items. Every document is assigned to the agenda item it belongs to, and that assignment also controls access: a guest only sees the agenda items they are invited to.
After it has been sent, every member works in the pre-read itself. At the very top is an AI summary of the whole meeting, and every agenda item can be summarised in the context of its documents with one click. Documents open right inside it and can be highlighted, drawn on and commented, on the computer as well as on the tablet. Notes stay private or are visible to the other members. And in an AI chat, members can ask their own questions of the documents, from analysing a figure to the critical question they want to raise in the meeting.
The board secretary can see when what was sent and who received it, and can send updates without starting a new email thread.
All documents stay in HeyEla throughout. No document has to be exported or copied into another tool for the AI to work with it. Hosting and AI processing are in Switzerland.
Checklist for the board secretary
Regardless of the tool, a quick run-through before every meeting helps:
- Are the open action items from the last meeting on the agenda?
- Has everything postponed been picked up again or deliberately deferred further?
- Does the agenda match the annual plan, or is a mandatory topic that is due missing?
- Does every agenda item that needs a decision have a clear motion?
- Is the current version of the documents attached to every agenda item, and only that version?
- Do guests only see the agenda items they are invited to?
- Has the notice period from the organisational regulations been met?
- Does everyone know how to handle documents sent later?
Conclusion
Preparation decides the quality of a meeting long before it starts. The law leaves a lot open here: no notice period, no rules on form, but a clear right to information for every member. It is precisely this right that makes the documents the core of the invitation.
The agenda is made up of action items, postponed topics and the annual plan. And the pre-read solves the format problem by turning a pile of attachments into one page on which every document sits at the right agenda item.
Frequently asked questions
How far in advance must a board meeting be convened? The Swiss Code of Obligations prescribes no notice period for a meeting of the board of directors. It is normally set in the organisational regulations. For the general meeting, by contrast, Art. 700 CO requires at least 20 days' notice.
What belongs in an agenda? The items of the meeting in the order in which they will be dealt with. It has proven useful to put formalities and open action items at the start, then the topics that need a decision, and any other business at the end. Each agenda item comes with its documents and, for resolutions, the motion.
Who decides on the agenda items? Usually the chair, often prepared by the board secretary and in consultation with the executive board. Under Art. 715 CO, every member may request, stating the reasons, that a meeting be convened.