Should Your Credit Union Implement Consent Agendas in Board Meetings?

By Woo S. Jun, Attorney

Profile ImageCredit union leaders are faced with the task of executing on their missions of providing superior and innovative financial solutions to its members.  The decisions they make satisfy certain legal requirements, provide oversight of its finances and ethics, and implement strategies that augment the member experience.  These critical decisions are made in board meetings, which are often arduous and perfunctory with tasks and discussions that are just mere formalities.  Therefore, in order to achieve maximum efficiency and creativity in board meetings, your credit union should use consent agendas to streamline board meeting procedures.  This allows time for your board to discuss what matters most—strategies that will deliver superior and innovative financial solutions to your members.

The use of consent agendas allows your credit union to streamline board meeting procedures by collecting routine, non-controversial items into a group whereby all are passed with a single motion and vote.[1]  Items on consent agendas are those that do not require any discussion or explanation prior to vote, are non-controversial in content, or have already been discussed and/or explained.[2]  Some commonly found items on consent agendas include: minutes of previous meetings, confirmations of decisions previously discussed, chief executive’s reports, committee reports, informational materials, updated organization documents, routine correspondence, etc.[3]

Without the use of consent agendas, each item is discussed and voted on separately, even though their approval is a mere formality.[4]  However, through the use of consent agendas, your board will be liberated from administrative details, repetitious discussions, and misdirected attention, which frees up discussion time for more critical issues.[5]  Now your board will be able to dig deeper into strategies that will allow your credit union to move forward with decisions that will deliver superior and innovative financial solutions to your members.

Nevertheless, the use of consent agendas does come with some caveats.  In order for consent agendas to be effective, all of your board members should understand what it is and agree to use it.[6]  Additionally, all items on a consent agenda must be presented to the board well in advance of any board meetings, so that each board member will have sufficient time prior to any board meetings to review its contents.[7]  It is essential for board members to review each item on a consent agenda to determine if any item(s) need to be removed and addressed separately.[8]  If board members fail to review items on a consent agenda prior to any board meetings, they may be breaching their fiduciary duty by allowing controversial issues to pass without thorough investigation.[9]

Your credit union should be using consent agendas to save precious time in board meetings in order for your board to discuss critical matters that will directly improve the financial well-being of your members.  It is crucial for your board members to be fully on board with the use of consent agendas and understand its uses.  Without it, your board may be breaching its fiduciary duty to its members by allowing controversial issues to pass without meaningful discussions.

 

[1] CoreStrategies for Nonprofits, The Consent Agenda (2005), http://nonprofit.adelphi.edu/files/2012/09/consentagenda.pdf (last visited June 26, 2014), at 1.
[2] Id.
[3] BoardSource, The Consent Agenda: A Tool For Improving Governance (2006), http://www.rochesterhabitat.org/LinkClick.aspx?fileticket=Hr87R6TaLZ4%3D&tabid=195 (last visited June 26, 2014), at 3-4.
[4] David O. Renz, Ph.D., Consent Agenda, The Midwest Center for Nonprofit Leadership, http://c.ymcdn.com/sites/www.vcacounselors.org/resource/resmgr/imported/Consent%20Agendas.pdf (last visited June 26, 2014), at 1.
[5] BoardSource, supra at 8.
[6] Renz, supra at 2.
[7] CoreStrategies for Nonprofits, supra at 1.
[8] Id.
[9] BoardSource, supra at 7.

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