Here are some answers to common questions that arise about the best practices to recording Board of Directors Meeting Minutes, answered by Sylvia, the author of “AAA+ Minutes - The Three Must-Do Fundamentals And 100s Of Practice Tips For Writing Minutes That Protect Your Organization And Its Directors.”
Q: Can anyone use a "consent agenda" or a master "motion to approve all resolutions" for Board of Director's meeting agendas?
A: Consent resolutions don’t show that directors were duly diligent and took time to make each specific decision. For that reason, I am not a huge supporter of them. Also, if there is a request to take an item off the consent agenda, the minutes can get messy when trying to record it properly. A better solution is a few two minute items that the Chair can deal with quickly, with each minute separated.
Q: Are there times when a consent agenda can be helpful?
A: Yes, for example you may have a bank loan requirement to designate individual subsidiaries as restricted for one of the covenants - if you have a lot of new subsidiaries you could do a consent agenda to cover all of the required resolutions.
Q: Is there a time when a consent agenda isn’t appropriate?
A: Yes, one example is to approve a quarterly dividend. Although it is almost perfunctory, there are requirements for solvency tests and I like to ensure that the directors clearly looked at the dividend as a separate item before they approved it. It really does show they were being duly diligent.
Q: What is your overall view of consent agendas?
A: I recommend that the Corporate Secretary give a lot of thought to every item that would be included on the consent agenda. Then there is a single resolution to approve all of the items. (Which can also make it difficult to provide a certified resolution for any one of the items. You end up having to use elipses in your certificate which can make some third parties unhappy.)