HOA Boards Can Conduct Meetings More Efficiently by Implementing a “Consent Agenda”
The conducting of HOA board of directors meetings which allow for discussion and voting on all items of business that are on an agenda, in addition to the many other things that are brought up at a meeting , and allowing a reasonable amount of time for homeowners to be heard, can be quite time consuming and result in much business not getting timely completed. An effective way to properly deal with all matters in a more efficient and time saving manner is to implement the use of a “consent agenda.” Robert’s Rules defines a “Consent Agenda” as a grouping of non-controversial agenda items that are expected to be approved without discussion. An association’s board is then permitted to approve all of the items on the consent agenda collectively without having to spend the time discussing and voting on each separate item.
The types of matters of HOA business that would typically be included on a consent agenda are those items that would generally be considered routine and involve noncontroversial and/or procedural decisions by the directors. Examples include items such as: approving minutes, reports and proposals concerning items that the board is familiar with from prior dealings, appointments to committees, and items that require no action.
In order to dispose of matters of business on a consent agenda, the association’s board of directors needs to adopt a rule of order that allows for the disposition of certain business through the utilization of a consent agenda. The association’s directors should all be informed about the use of the consent agenda as part of an orientation when they are first elected to the board. Each director must understand what matters belong on the consent agenda and the procedure to follow in order to move items from the consent agenda so that there can be a discussion and vote about the particular item that had been placed on the consent agenda.
Once the association has adopted a rule that permits the approval of association business on a consent agenda, the placing of matters on the consent agenda and the disposition of those matters typically involves the following process:
Preparation of the Agenda- the president or other person who prepares the meeting agenda, makes a determination as to whether an particular item is appropriate for inclusion on the consent agenda. If so, the president prepares a numbered list of the consent items that will then be incorporated into, or attached as an exhibit to, the meeting agenda.
Circulation of the Consent Agenda and supporting documents to directors and members- the list of the consent agenda items and the supporting documents pertaining to each such item are then included in the notice and agenda package that is circulated to the association directors and the homeowners. This provides sufficient time and an opportunity to review the materials prior to the meeting.
Procedure at the board meeting- at the beginning of the board meeting, the chairman asks the directors if there are any items on the consent calendar for which an individual discussion and vote is necessary. If there is a request to remove an item of business from the consent agenda, it must be removed. Once it has been removed, the chairman may decide whether to act on the matter at that time or place it on the regular meeting agenda. Items that have not been removed from the consent agenda are then be approved collectively after the secretary reads out the numbers of the remaining consent items that on the consent agenda. Thus, if a director wants to vote against an item, he or she must first have it removed from the consent agenda.
Minutes following the board meeting- Items of business that involve action taken by “unanimous” consent must be reflected in the minutes of the meeting where the action was taken. When the minutes of the board meeting are subsequently prepared, the secretary incudes the full text of resolutions, reports or recommendations that were adopted in connection with addressing the items on the consent agenda.
The effective use of a consent agenda by homeowners association boards will enable the board of directors to dispose of many items of business much more expeditiously than if each matter on the consent calendar had to be discussed and voted upon individually. Implementing the rules and preparing / circulating the agenda and the supporting documents will take some advance planning, but in the long run the process should have a positive effect on the manner in which the association conducts its business and the overall levels of satisfaction on the part of the association’s directors and members.