Consent Agenda

A Board Resource Tool from the Midwest Center for Nonprofit Leadership The Midwest Center for Nonprofit Leadership University of Missouri – Kansas City

David O. Renz, Ph.D.

What is a Consent Agenda?

A consent agenda is a practice by which the mundane and non-controversial board action items are organized apart from the rest of the agenda and approved as a group. This includes all of the business items that require formal board approval and yet, because they are not controversial, there is no need for board discussion before taking a vote. Items may be on a consent agenda only if all board members agree; if even one member considers a specific item to need discussion, it must be removed and placed on the regular agenda for the board meeting.

Why are Consent Agendas Used?

Consent agendas are used to save board meeting time and to help ensure that board meetings focus on substantive topics that are worth discussion. Through the “bundling” process, the entire set of items of business that are not worth board meeting time can be voted on in one action versus taking the time to vote on each individual item.

When Should Consent Agendas Be Used?

Consent agendas should be used when there are a number of non-controversial business items on which the board needs to vote. Complete information must be provided in advance of the meeting to all board members, so that each knows what is being proposed and has the opportunity to consider whether the item truly is non-controversial. The key here is “non-controversial,” and the definition of non-controversial may vary from organization to organization. Consent agenda items often are matters that a bylaw or some other rule or regulation requires to be formally approved by the board, yet there is no value added by engaging the board in discussion about the item (e.g., a routine lease renewal for a facility already included in the approved agency budget). Consent agendas are not to be used to hide actions that will be controversial — to do so breaches the trust of the board and undermines the value of this practice.

Where Should Consent Agendas be Placed within the Overall Meeting Agenda?

The consent agenda typically appears very near the beginning of the regular meeting. This allows any item removed from the consent agenda to be placed onto the overall agenda for discussion and action later in the meeting. As with all formal board action, a quorum must be present to in order for action on the consent agenda items to be legitimate and binding.

Who Should Use Consent Agendas?

Consent agendas are used by both non-profit and for-profit organizations whose boards are trying to use members’ time efficiently and that have much routine business to approve. It is especially common to see the boards of governmental entities such as libraries and educational institutions use consent agendas because of the volume of routine business that they are required by law and regulation to approve.

How Can Consent Agendas be Used Effectively?

The key to success is to provide all consent agenda information to board members well in advance of the meeting. It is essential that board members have ample time prior to a meeting to become familiar with each item on the consent agenda. That way, if a member or members have a concern about any item(s) that they believe need further discussion, then they will ask for the item(s) to be removed from the consent agenda and addressed separately.

At the time in the regular agenda when there is to be action on the consent agenda, the chair will first inquire whether there are any items that need to be removed from the consent agenda. If any member wishes an item to be removed, it must be removed and placed on the regular agenda. Immediately following the opportunity to remove any items for separate discussion, the consent agenda is moved and approved as a set. (For example: “I move the consent agenda.” Another member: “I second the motion.”)

It may be useful to those who plan the overall meeting agenda and the consent agenda (usually the board chair and/or executive director) to have guidelines, developed in consultation with the board, to clarify which types of items might be appropriate for the consent agenda.

When Should a Consent Agenda Not Be Used?

The consent agenda practice should not be used unless all members of the board understand and agree to its use. This approach places more responsibility upon members to prepare prior to the meeting. Obviously, if members do not read the information on the consent agenda prior to the meeting, they cannot responsibly agree to the inclusion of any particular item on the consent agenda. The worst outcome would be to take action on a matter of significant programmatic or legal importance without truly having the board’s informed consent.