The ability to effectively manage the boardroom is an important but difficult task. We are consistently asked how an organization can make more efficient use of the director’s time at board meetings. Specifically, we hear complaints that boards waste precious minutes on routing matters and are left with little or no time to discuss the strategic issues facing an organization. Because board meetings are often the sole time when the full board is together, it’s important to streamline this process. One tool that can help is the use of a consent agenda.
The use of a consent agenda can help focus the attention and minds of directors on the matters that mean the most to the organization. When properly applied and understood, a consent agenda can improve and handle non-controversial business matters that the board needs to address quickly, which preserves valuable time for the directors to focus on strategic issues.
So what actually is a consent agenda?
A consent agenda is a tool that groups together routine items and resolutions under one agenda item. Items included in the consent agenda require no discussion before voting and all are approved in one vote. Consent agendas typically include:
- Minutes from a previous board meeting
- Factual reports
- Committee reports
- Minor operational changes
- Routine document updates
Essentially, a consent agenda should include items that a bylaw, other rule or regulation requires to be formally approved by the board. These are items which there is no real value added in engaging the entire board in lengthy, unnecessary discussion.
Under the consent agenda, these items’ non-controversial or routine matters will be grouped together under the heading of “Consent Agenda” on the meeting agenda and approved with one motion and one roll call.
The topics and documentation for items in the consent agenda must be distributed to board members well in advance of the board meeting. As such, it takes more time to prepare a consent agenda for a meeting but using it will save and preserve valuable meeting time for the board to focus on oversight and strategy.
However, just because an item is listed on the consent agenda does not mean that directors cannot ask questions about the matter. And further, because a board member wants to ask a question about a matter listed on the consent agenda does not mean that such items need to be removed from the consent agenda. This should be done only when significant further discussion on an item is requested by a director. And while any director can request for an item to be pulled from the consent agenda, the majority of the directors should vote on whether or not it should be removed.
Consent agendas should not be used for decision items, or in other words, used to push key decisions through without proper discussion or analysis by the board.
There are certain items that require significant consideration before they find their way on a consent agenda. These items include:
- Audit reports
- Financial reports
- Executive committee decisions
If you find your board meetings running short on time, consider a consent agenda. When properly applied and understood, using this tool can dramatically improve and make your board meetings more efficient. The consent agenda will allow the board to easily address items in a matter of minutes that may have previously taken from a half hour to over an hour to tackle. With the extra meeting time, your organization will be able to more effectively consider the matters most important to its direction and oversight.