Tip #91 How to Use a Consent Agenda?

April 1, 2023  |  tips for effective boards

A consent agenda is a board meeting mechanism designed to achieve efficient use of board meeting time. Significant amounts of time can be saved for more important matters. A consent agenda is a section of the board meeting agenda that typically includes straightforward non-controversial or routine items grouped together and dealt with by the board with a single board action. Such items are brought together into a package with the understanding that these items do not require any discussion. Examples of such items might be approval of board meeting and board committee meeting minutes, board committee assignments, staff appointments, financial reports, etc.


It is important that board members receive adequate information about all items included on the consent agenda before the board meeting and that they assume personal responsibility for reviewing this material before the board meeting. If any board members have questions about any items on the consent agenda, they should try to get these resolved before the board meeting. Any clarifications developed in response to such questions can be communicated to board members before the board meeting.


At the board meeting, any board member can request that one or more items be removed from the consent agenda for discussion and action separate from the consent agenda. Reasons for such requests can include remaining questions and concerns about an item on the consent agenda or an item on the consent agenda that one or more board members might want to abstain from voting on because of a conflict of interest.


Potential problems in the use of a consent agenda include board members not receiving sufficient information about consent agenda items prior to the board meeting, board members approving consent agendas without first adequately reviewing information that has been provided to them, one or more board members and/or the CEO attempting to “hide” important items within the consent agenda and get them approved as part of the consent agenda without appropriate diligent board consideration. Transparency is an important part of appropriate use of the consent agenda mechanism.


In sum, board meeting time is a scarce commodity that needs to be carefully conserved. Consent agendas well-managed can be an important efficiency tool which helps provide boards with the time for future-focused proactive creative board dialogue positioning their organizations for continued viability, relevance, and success.


The Policy Governance® model uses a similar meeting mechanism which it calls a required approvals agenda. This section of the board meeting agenda includes items that have been delegated to the CEO but require a specific board approval because of an external authority such as a law, regulation, licensing or accreditation standard, funding source, etc.  The authoritative source for the Policy Governance® model (John Carver and Miriam Carver) used to call the required approvals agenda the consent agenda but changed the name to the required approvals agenda in recent years to avoid confusion with the traditional consent agenda. The required approvals agenda is used only for matters delegated to the CEO and is not used for matters within the arena of the board’s own governance tasks.  An example of an item on a required approvals agenda may be that a public governmental board delegates to its CEO authority to make hiring decisions but a state regulation requires board approval of all such decisions. In the Policy Governance® model, the CEO provides the items for the required approvals agenda because the CEO is expected to have an understanding of any existing external requirements for board approval of matters the board has delegated to the CEO.


To learn more about the Policy Governance® model, please click https://www.BoardsOnCourse.com/policy-governance