Consent agendas: a time-conscious board member’s best friend

Board meetings are a business necessity, but they can also consume vast amounts of top executives’ time, much of it unnecessarily. Research suggests that the average CEO in the US has at least 37 meetings a week, taking up 72% of their time. The Financial Times found that 42% of workers overall feel at least a quarter of every meeting is wasted.

At best, board meetings that spend too long on nonurgent topics are frustrating. At worst, they take top-level executives away from more important uses of their time.

Certainly, rudimentary policies and procedures issues should always be scrutinized at some level. But to improve board meeting effectiveness, executives must ensure they’re tailoring their agendas to specific tasks, including the need for time-saving. This is where the consent calendar or agenda comes in.

What is a consent agenda?

A consent calendar (agenda) is a list of routine items that don’t require discussion or amendment.

With a consent calendar, routine or straightforward meeting items are consolidated into one agenda item. Instead of multiple motions, the board can pass these items in one action. Items you might find in the consent agenda are listings of new appointments, committee reports, financial updates and the minutes of the previous meeting.

The correct use of consent items could reduce the meeting duration by up to half an hour. It minimizes discussion over ordinary matters and saves everyone’s mental effort and valuable time. Even if it saves just three minutes, every second matters — specifically, when those seconds are spent strategizing over high-priority items.

How does the consent agenda work?

The consent calendar or agenda was originally introduced in Robert’s Rules of Order, one of the most commonly used guidelines for board meetings. According to Robert’s Rules, consent agenda creation requires the following steps:

Before the meeting

1. Create a typical meeting agenda. The board secretary makes a meeting structure as usual, but filters out non-controversial items, such as new staff appointments.
2. List the consent items. The secretary then lists these non-controversial, or ‘consent’ items, on the agenda, listing them from the highest priority to the lowest. This can be included in the rest of the meeting agenda as usual, or attached as an appendix.
3. Approve the consent items before the meeting. The secretary sends the meeting agenda and the list of non-controversial items to the chairman for approval.
4. Circulate the approved agenda. The secretary gives the agenda to board members with enough time for them to examine its contents. Board members have the right to ask for an item to be removed and considered on its own, if they feel it merits deeper discussion.

Once all parties have had a chance to review the meeting agenda, including the consent items, the board meeting will take place as scheduled.

During the meeting

1. The chair reviews the agenda. When the meeting begins, the chair asks board members if they want to exclude an item from the consent calendar and move it to regular discussions. This matter becomes a regular discussion item at the request of just one board member. Items can then either be discussed, queried, or voted against.
2. The chair adopts the consent agenda. The chair reads out the remaining consent items if none require moving or if all have been moved, then moves to adopt the calendar. If there is no objection or conflict of interest, the chair can announce the passing of the items under unanimous consent.

Benefits of consent agendas

A consent calendar offers several benefits:

• Fewer repetitive tasks. It transforms ineffective board practices by reducing repetitive tasks.
• Shorter meetings. It can shorten a meeting by 30 minutes for most boards.
• More informed decisions. It helps board members focus on business questions that matter. These items receive more attention and consideration, and as a result the board should make better decisions.
• Better performance. Less time spent on minor and time-consuming but mundane matters allows for better focus on critical matters, which improves overall board performance. The more deeply directors assess complex issues, the more efficiently they govern their organizations.

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What should be included in a consent agenda?

The consent agenda should include as many of the following non-controversial items as possible to maximize the board meeting’s effectiveness:

• Financial statements, payments, donations, and grants
• Non-actionable reports (for information only), such as monthly status reports
• Committee reports
• Committee appointments
• Volunteer and staff appointments
• Meeting minutes
• CEO reports
• Chairperson’s reports
• Department reports
• Non-actionable correspondence
• Updates to the organization’s information, like email addresses, phone numbers, etc.
• Any routine item that involved a lot of past discussions but now only requires formal confirmation

The common theme for consent agenda items is that they require very little debate during the actual board meeting. They may have been worked on by other teams as part of everyday business activity but still need official recognition, and so are raised, ratified and minuted during the board meeting.

Grouping them together in a single list that everyone is already aware of and has tacitly agreed saves time before, during and after the meeting.

Best practices for creating consent calendars

Experienced directors use the following practices while creating consent agendas:

• Establish a policy for consent items. Create specific criteria for business items that don’t need detailed discussion to ensure the board is consistent when making non-controversial consent agendas.
• Explain items in detail. Carefully revise business matters and provide full versions of all supporting documents, like reports, meeting minutes, or resolutions while forming a consent calendar. It will minimize future discussion over those items.
• Share agendas in advance. Prepare regular and consent agendas several weeks before the meeting. Ensure other members have at least one week to process routine items and make necessary changes.
• Refine policies. You should review consent item criteria if board members address and discuss associated items frequently. Reviewing past meeting minutes helps you track the agenda performance.

Check how to write effective meeting minutes to monitor your agenda performance.

Missteps with consent agendas

Check these five common mistakes when creating and managing consent agendas:

1. Lack of agenda review. Sometimes directors approve its contents without adequate assessment. Cover-ups have occurred due to rushed approvals in many boardrooms.
2. Important issues listed as “non-controversial” items. For instance, when directors fail to review financial items adequately, it can snowball into overspending or unsound fiscal decisions. All because specific members failed to assess topics that they thought were non-controversial.
3. Vague agenda item descriptions. One should provide enough detail on each agenda item and attach supporting documents if necessary. It will help the directors ensure their non-controversial nature.
4. Too many items. Including routine 12-15 items may complicate your meeting process. You will risk including controversial matters. Aim for three or five items for one meeting.
5. Not including consent agendas in meeting minutes. Your meeting minutes should specify each routine item. Failing to record these matters in detail may also lead to a snowball effect and hinder the board’s decisions.

The best consent agenda format

Here is an example of a consent calendar in the meeting structure.

This template differs from a standard meeting structure presented in Robert’s Rules. If you use Robert’s Rules of Order, you should adopt the routine agenda by amending the existing meeting structure under your organization’s bylaws. You can make a resolution or circular motions for this.

Executives may not need to adopt the agenda in subsequent gatherings if they receive meeting materials in advance.

Best practices for consent agenda in board meetings

Below, you can check the three best practices to excel at consent agendas in board meetings:

1. Follow consent agenda rules cheat sheet
2. Incorporate technology
3. Use a consent agenda wisely

The consent agenda cheat sheet

These six steps give a simple overview of how to run more efficient meetings using consent agendas:

1. Examine previous meeting minutes for regular, non-controversial items.
2. Create a list of consent agenda items for board member review.
3. Circulate the consent agenda alongside the standard meeting agenda, with all necessary information attached. Allow a minimum of a week for review and amends.
4. Put the reviewed consent agenda as high as possible in the meeting agenda.
5. Review items at the start of the meeting in case any need to move to full discussion.
6. Read remaining consent items and, if there are no objections, the chair passes under unanimous consent.

Incorporate technology

There are a number of different software tools that boards can use to make meetings more efficient. For example, board portals – centralized hubs where all parties can interact, message and review documentation – are ideal when it comes to building digital consent agendas.

Board portals also deliver many other benefits:

• Simple agenda management. You can create, share, approve, or amend consent agendas in a board portal thanks to a file repository with full-text search, user roles, and approval workflows.
• Superior board engagement. You can invite board members to an agenda item and assign tasks before, during, and after meetings.
• Convenient meeting management. You can vote for the agenda items during the meeting, register votes automatically, and generate activity reports.

Use a consent agenda wisely

It’s important that consent agendas don’t become a place to bury bad news. Make sure that routine items are truly non-controversial. Otherwise, they could become an excuse for not fulfilling board duties and this has serious ramifications

In 2021, the Ohio Supreme Court concluded that a meeting by the Portage County Board of County Commissioners violated the Open Meetings Act while using the routine calendar.

The authority consolidated all items from the regular agenda to the consent one and adjourned the meeting one minute after its beginning. This, the court concluded, amounted to using the consent agenda function to “constructively close its public meetings.”

Public organizations should not only scrutinize what is truly non-controversial, they should also consult lawyers before adopting consent agendas to ensure they comply with open meeting laws.

Is it time for your board to start using consent agendas?

There is both a time and place for consent agendas — but when used soundly, they improve efficiency and prioritize what’s most critical to an organization.

With solid criteria for consent items, as well as templates in place, organizing board meetings and taking decisions should become a more streamlined, effective process. Introducing digital tools can only drive even greater efficiency.

Board management software is a reliable way of creating more productive meetings. iDeals Board will help you easily create, distribute, amend, and vote for digital agendas. With complete control over attendance, meeting minutes, and user activity, like votes and motions, all the necessary information is clearly presented in one place, ready for use by any approved party, whenever they need it.