In an ArtsHacker article I wrote back in 2015, I had advocated for the use of consent agendas as a way to quickly dispose of routine matters at board meetings and leave time for discussion of substantive issues. Now that we are in a place where at least some members may be attending virtually, it is probably even more important to conduct business in a manner that incentivizes people to maintain full focus on the business at hand.
Some of the links in my original ArtsHacker post are no longer valid, but a quick web search will help you find a number of resources that address how to use a consent agenda such as the Council for Non-Profits.
Basically what happens is that the organizational staff prepares materials which it sends out in advance of the board meeting. Those materials are placed into a consent agenda which is approved as a whole at the start of a board meeting. The Council for Non-Profits lists the following as things which might be placed in such an agenda.
• Approval of board and committee minutes
• Correspondence requiring no action
• Committee and staff reports
• Updates or background reports provided for informational purposes only
• Appointments requiring board confirmation
• Approval of contracts that fall within the organization’s policy guidelines
• Final approval of proposals that have been thoroughly discussed previously, where the board is comfortable with the implications
• Confirmation of pro forma items or actions that need no discussion but are required by the bylaws
• Dates of future meetings
Best practice is that any questions board members have should be asked prior to the meeting so that they can be researched and addressed in advance. When the meeting starts, the chair asks if there are any parts that the board feels need to be removed from the agenda. If there are, those items are removed and then the meeting moves forward to approve the remaining items. The removed items are then addressed later in the meeting.
So if a board member has major corrections to the minutes or questions about something in the financials, they should make a request to have those things removed from the consent agenda. Once the agenda is approved, there is no backtracking to engage the board in discussion about those items such as whether the organization should be entering into a contract that was included in the consent agenda.
In my 2015 post, I linked to an article in which the author recounts his experience attending a meeting which used a consent agenda if you want a sense of what this looks like in practice.
The idea is that the first 5-10 minutes of a meeting are spent addressing the consent agenda and then the remaining time is used to address policy, governance, strategy, etc. It is much more time consuming to go around the room calling on each committee head only to have them report “no report,” or “we met last Tuesday and will have a report next meeting,” than to have that summarized on a sheet of paper you received 10 days before the meeting.
When the nominating committee is ready to propose new members or the governance committee has bylaw revisions to discuss, those topics should be addressed in the main of the meeting rather than listed in a consent agenda. The process isn’t meant to reduce transparency though it can be misused in that manner.
Perhaps the biggest impediment to successful use of this agenda is getting everyone to turn into their information far enough out that it can be assembled for review and then getting all the board members to read the materials in advance so that very little gets pulled out of the consent agenda.
It sounds like a lot of work, but avoiding the committee roll call with a 1-2 sentence report out and quickly getting to substantive discussion is worth the effort and keeps people engaged. While I have never been successful in getting any board I have been involved with, either as organizational staff or a member, to adopt a consent agenda, the times I have gotten “best meeting in a long time” compliments has been when we have been able to get past the reporting quickly and discuss past successes/impacts, exciting initiatives and involve the board in decision making that moved toward real progress.