Consent Agendas
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BOARD MEETING CONSENT AGENDA

QUESTION: Do you see any reason why the board could not use a "consent agenda" for routine items that it believes do not require discussion and will garner a unanimous vote?

ANSWER: A "consent agenda" is a grouping of non-controversial agenda items that are expected to be approved by the board without discussion. (Robert's Rules, 11th ed., pp. 361). As such, it can be a significant time saver for board meetings.

Consent Process. Routine items can be grouped together on the agenda with a heading of "consent calendar" or "consent agenda." When the board reaches that portion of the agenda, the chair asks if any member wishes to remove (or pull) any item from the consent agenda. They may do so by stating "I pull item #____." Pulling an item does not require a second. After all the "pulls" are made, the chair states, "Without objection, the remaining items (or all the items if none have been pulled) are adopted by general consent."

Silence is Consent. If any director wants to vote against an item, he/she must pull it from the consent agenda. This is a case where silence not only implies consent, silence is consent. If any items are pulled, the board can either take them up immediately for discussion and vote or put them in their appropriate place in the agenda.

Minutes. Unanimous consent actions are action items and must be reflected in the minutes. Sometimes they are overlooked because the don't bear the traditional "motion by Smith and second by Jones" or frequently abbreviated "M/S/C." When it comes to approving minutes, it is appropriate to place minutes on the consent agenda unless, of course the board has failed to do its duty to review and offer ministerial corrections in advance of the meeting.

Notice of Agenda. The consent agenda is part of the board's meeting agenda that must be posted four days in advance of the meeting.

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Adams Stirling PLC