Boundary Management

An Extensive Policy GovernanceĀ® Resource for Boards of Directors

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Featured Question: Our Board keeps struggling with the Consent Agenda. Do you have any suggestions?

Answer: First, let's review the purpose of the Consent Agenda. Then, I'll share a partial dialogue of a Board meeting that will help grasp how the Consent Agenda is used in a real Board meeting.

I'll quote John Carver on Leadership, p. 140, "the Consent Agenda is a method by which the Board officially performs a ritual approval of actions for which it has already assigned authority to the CEO." "Often, these are required by law or other authorities." "The Board makes the decision but does not treat it as one of substance." For an even more in-depth discussion of the Consent Agenda, the article "The Consent Agenda and Responsible Rubber-Stamping" in the same book should be very helpful.

I find the problem not with the logic of the Consent Agenda but the process by which it is handled. Individual Board members will often want to discuss a particular item, not to decide on it, but to discuss it. This places the Chair in an awkward position. It doesn't seem like a big deal, but it isn't what the Board decided. By placing the item on the Consent Agenda, The Board has said there will be no discussion.

Board Meeting Dialogue:

The following is a sample dialogue from a Board meeting as the Consent Agenda is discussed

Chair: The next item for us is the Consent Agenda.

Board Member - Ella Jane: I move that the Board approves the Consent Agenda.

Board Member - Dee: Before we do that, I'd like to discuss an item.

Chair: Dee, you would need first to make a motion to remove an item from the Consent Agenda so that we can then discuss it, but I see no items on the list require a discussion. If you believe one of them may cause the Executive to exceed a limitation, we should move the item off the agenda. Is that your concern?

Board Member - Dee: I don't want to approve it, and no, I don't think it will cause the Executive to exceed a limitation; I'd like to ask a question.

Chair: Would you mind asking the question outside of the meeting. I want to ensure we have as much time as possible for our other topics. The items on the Consent Agenda are to be items that need no discussion or require Board approval, not by the Board's wish but by an outside organization.

Board Member - Dee: I'll ask my question outside of the meeting.

Chair: Thank you. There has been a motion to approve the Consent Agenda.

Board Member - George: I second the motion.

Chair: All those in favor say "Aye."

All Board Members: Aye

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