Consent Agendas: Freeing Boards to Be More Strategic

It’s the common pining of many Boards of Directors: They want to be focused more strategically, but struggle to get out of the weeds of operational or tactical matters. One effective way to achieve this goal of up-leveling a board’s focus is to keep them out of the weeds in the first place. Based on experience, using consent agendas can be an effective tool to help accomplish that.

A consent agenda is a practice that bundles standing reports and routine decision items into a single board meeting agenda item. Therefore, a single motion can be made to approve all items within that “consent package.” In short, the use of consent agendas keeps these important but routine matters necessarily in front of the board, but does not absorb precious board meeting time.

What if someone on the board objects to an item in the consent agenda package, or feels that item warrants more discussion? It’s simple: Boards that use consent agendas should adopt a standing policy that any board member can have the ability to request that any item be removed from a consent agenda and brought into the regular meeting agenda under new business. That safety valve provides an assurance to all board members that the consent agenda is being used as a means to streamline board proceedings, not to give the board leaders or staff a means of keeping controversial items off the radar screen.

Interested in adopting the consent agenda approach for your board? If so, consider these basic rules of the road:

  • Establish a consent agenda policy: This doesn’t need to be more than a few paragraphs, but it should put in writing what types of materials will be allowed on consent agendas, the voting threshold to approve them (if not defined in other governance materials), and the steps needed for a board member to request movement of consent items into the regular agenda.
  • Distribute consent agenda materials well in advance: The goal of using consent agendas is to streamline board meetings, not to give board members less exposure to or information about what’s happening in the organization. Thus, consent agendas are really a means to give board routine updates and action requests in written form versus in the format of in-meeting updates. To support that practice, though, it’s necessary to give board members plenty of time (at least a week is highly advised) to review all of the materials that they’ll be asked to approve in a consent agenda.
  • When in doubt, put it on the regular agenda: Again, consent agendas are intended to be a means for boards to address routine association matters more efficiently. If, in developing the agendas for a board meeting, the staff or leadership is in doubt about whether a particular item is the right fit for a consent agenda, leave it out. Any matter that might readily initiate a discussion among the board should be left for the regular agenda. On a related note, boards that adopt consent agendas should always build time into their meetings to address any items that were requested to be removed from the consent agendas.

 

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CONTRIBUTORS


Andy Freed
President & CEO

Greg Kohn
Executive Vice President

Bruce Rogers
Founder & Chairman

Terry Lowney
Senior Vice President, COO

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