Nonprofit Law Jargon Buster: What is a Consent Agenda

A consent agenda is the practice of bundling routine matters into one board vote to free up board meeting time to focus on the substantive issues facing the organization. Because every board action must be agreed upon and documented in the board meeting minutes, time is frequently wasted discussing and approving actions such as the previous meeting’s minutes, ratification of decisions that were previously discussed, or approval of routine matters. A consent agenda allows the board to bundle these items into one agenda item and vote on the entire package without separate discussion of each item.

Despite its usefulness in freeing up time for more substantive matters, there are also some items which are inappropriate to include on a consent agenda. A consent agenda should not be used to hide important issues or stifle difficult decisions. The following items may be inappropriate to include in a consent agenda: an audit report, financial reports, executive committee decisions, or other decisions that are instrumental to the governance of the organization.

Boards using consent agendas must ensure they meet their fiduciary duties by paying attention to the items on the consent agenda and asking questions in advance of the meeting. While it is not difficult to use, a board must be disciplined in working through the following steps:

  1. Set the meeting agenda
  2. Distribute materials in advance
  3. Read materials in advance
  4. Introduce the consent agenda at the meeting
  5. Remove (if requested) an item from the consent agenda
  6. Approve the consent agenda
  7. Document approval of the consent agenda

Although change can be difficult and a consent agenda requires thoughtful planning, it is a great tool to free boards from the time consuming task of wading through every item that needs approval. Consent agendas create better governance through allowing the board to regularly dig deeper on important issues and focus on how the organization can better fulfill its mission in the future.

Ellis Carter is a nonprofit lawyer licensed to practice in Washington and Arizona. Ellis advises tax-exempt clients on federal tax matters nationwide.

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