BW-301d · Module 2

The Consent Agenda and Supporting Materials

3 min read

The consent agenda exists to protect board time for substantive decisions by bundling routine approvals — minutes ratification, standard governance confirmations, recurring authorizations — into a single vote. Writing for the consent agenda requires a different discipline from writing for a substantive board memo. Consent items should be written so that a board member can assess them in sixty seconds. Anything requiring more than sixty seconds is not a consent item — it belongs in the substantive agenda.

Do This

  • Write consent items as single-paragraph summaries — what is being approved, the authority under which it was prepared, and any material terms
  • Flag any consent item that has changed materially since the last board meeting — changes belong in substantive discussion
  • Number consent items and provide a simple reference system for the resolution
  • Confirm legal review is complete before packaging items for consent — the consent agenda is not the place for pending legal analysis

Avoid This

  • Package any item that requires discussion as a consent item — if a board member pulls it for discussion, it was never a consent item
  • Write multi-page consent items — a consent item requiring two pages of reading is not routine
  • Use the consent agenda to avoid difficult conversations about contentious approvals
  • Omit the legal or financial authorization reference — board members need the authority chain, not just the business description