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Managing Your Boardroom: Using Consent Agendas To Improve
And Streamline Your Board Meetings
Kevin M. Kinross
Reprinted from Acredula -- Summer 2007
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:
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.
