Does a “consent agenda” fulfill legal obligations for nonprofit board business and adequate reporting in the organization's minutes?
Many nonprofits send out committee reports and non-controversial proposals in advance of a board meeting and use a “consent agenda” to obtain approval of the entire group of items without further discussion, thus saving time for more deliberative discussion of more difficult issues. If a Director has a substantial question about an item on the consent agenda, it can be removed for discussion later.
If the applicable quorum and voting percentage requirements of state law and organizational bylaws are met and if the board actually approves the items on the consent agenda, that approval would constitute valid corporate action. The way it is recorded – or not recorded – in the minutes of the meeting does not affect the validity of the action. But the minutes are the contemporaneous record of what happened at the meeting and should adequately describe the decisions actually made. (See Ready Reference Page: “Preparing Minutes of Board Meeting Is Usually More Art Than Science.”)