What is a consent agenda for a board meeting?

A nonprofit consent agenda is a tool to streamline the approval of routine, non-controversial actions that require a board vote. Informational or reporting items that do not require action should be distributed separately and not approved via the consent agenda.

Consent agenda is for grouped action items only, not general reports or information. Do not include reports or items that do not require approval or board vote. Only items requiring a board vote and expected to generate no discussion belong in the consent agenda. If in doubt, put the item on the regular agenda.

A nonprofit board consent agenda should be strictly limited to action items that require a formal board vote for approval, provided these items are routine, non-controversial, and unlikely to need further discussion.

Examples of appropriate consent agenda items

• Approval of previous meeting minutes (because these must be formally approved by vote)
• Routine committee appointments or volunteer appointments, if these require board approval and there is no expectation of discussion
• Standard contract renewals or other actions that are recurring and previously discussed, requiring a board vote
• Other routine, non-controversial business items where action is required (e.g., ratification of small grants if policy allows “en bloc” approval and all due diligence is done in advance)

Don’t include items that are merely for information

Items that are provided only for informational or reporting purposes should not be included in a consent agenda. This includes:

• Executive Director’s or CEO’s reports if they do not require a board action
• Program or department reports, financial updates, or committee reports that are for information only and do not require approval
• Correspondence or policy updates unless they necessitate a board decision

The only time these might appear would be as attachments or supplemental information for directors’ reference, but they should not be “approved via consent” unless there is a specific action associated with them that requires and is appropriate for board formal approval.

How the consent agenda works

The chair takes the lead role in utilizing a consent agenda. The chair prepares an agenda package that includes all of the items on the consent agenda. The package should be distributed to board members soon enough so that they have time to read through the documents prior to the meeting. This is a part of the overall board materials that are distributed pre-meeting. Typical steps for using a consent agenda include:

1. The chair decides which items will be placed on the consent agenda. The consent agenda can appear as part of the normal meeting agenda or it can be attached separately to the meeting agenda.
2. The chair distributes the consent agenda and associated documents in time for board members to read and review.
3. At the beginning of the meeting, the board chair asks members if any of the consent agenda items should be moved to the regular discussion items.
4. If a member requests that an item be moved, it must be moved. Any reason is sufficient to move an item. A member can move an item to discuss the item, to query the item, or to vote against it.
5. Once the item has been moved, the chair may decide to take up the matter immediately or move it to a discussion item.
6. When there are no items to be moved or if all requested items have been moved, the chair or secretary reads out loud the remaining consent items. The chair can move to adopt the consent agenda. Hearing no objections, he can announce that the items on the consent agenda have been adopted. The board does vote to approve the consent agenda but it’s not necessary to take a vote on individual consent agenda items.
7. The secretary should include the full text of the resolutions, reports, and recommendations that were adopted as part of the consent agenda.

Board meeting minutes are standard protocol for volunteer board meetings, and they serve a variety of purposes. Most often, meeting minutes serve internal objectives for the board and the organization, such as recordkeeping and building institutional memory. Somewhat less frequently, but just as important, board meeting minutes may be used for audits, investigations or court cases. This handy printable board meeting minutes template helps guide your meeting minutes. Download your copy here.

Tips for consent agendas

• Advance distribution: All supporting materials for consent agenda items must be sent in advance, so board members can review them and raise concerns prior to the meeting.
• Right to pull items: Any board member can ask for a single consent agenda item to be removed and discussed separately—no explanation is required.
• Only approve in aggregate: The remaining consent agenda items (after any removals) are then approved with a single motion or vote, which is recorded in the minutes.
• Do not use to bypass oversight: Overloading the consent agenda, or using it to pass significant or controversial matters, undermines board due diligence and governance.

Steps to take when a member needs clarification on a consent agenda item

Make sure that all members understand the consent agenda process to help expedite the meeting.

If a board member needs clarification on a consent agenda item or if he just has a question, he should ask the appropriate member prior to the meeting. It’s possible that other members have the same question.

This should give the member being asked time to prepare an answer and distribute it to all members prior to the meeting.

Consent agenda items shouldn’t be pulled from the agenda just to have a question answered.

Steps to take when a member disagrees or suggests discussion

If a member disagrees with the consent agenda item or wants to move it to the regular agenda, the member would request that the item be pulled from the consent agenda. The chair would ask if the members are in favor of approving the consent agenda minus the pulled item, pause for objections, and then adopt the consent agenda as noted in step #6, above.

Why accuracy matters

Including items that do not require action blurs the distinction between voting and information sharing, and can lead to improper governance practices. The revised approach aligns with the guidance from parliamentarian associations and leading board governance authorities.

Misuse of consent agenda

Problems in using a consent agenda occur when members approve consent agendas without first reviewing documents. The result is that consent items can be hastily approved and result in a cover-up.

For example, if members are not reviewing financial items, overspending or wrong spending can occur without appropriate oversight. Remember that consent agenda items are routine and non-controversial, but even routine items should be reviewed by the entire board. A diligent, well-rounded board holds each other accountable.

A consent agenda is an effective and efficient tool when used appropriately. It can save precious meeting time so the members can attend to other matters. Transparency and accountability are key parts of using a consent agenda. All board members have a responsibility for making sure that consent agenda items are distributed in enough time to review them prior to the meeting. Each board member also has a responsibility to read and review consent agenda items and address any concerns prior to the meeting.

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