In a previous blog, I’ve argued that boards should be less formal when applying parliamentary procedure. For example, if using a more formal process, a motion would be made before discussion could take place on the subject. Except for very large boards (which really need to go on a weight loss program), most boards do and should be able to discuss an issue before a motion is made.
But this can pose a problem for the record of the board’s decisions.
Consider a board conversation in which a suggestion is made. A few board members give positive comments and others nod in agreement (hopefully not nodding off). Occasionally, we see minutes in which those conversations are recorded as: “The board agreed…,” “The board supported…,” The board suggested…”
This presents multiple problems:
a) As a board member, I might like an idea, but I might not be ready to make a decision on it just yet. Supportive is not the same as: “I’ve decided.”
b) Although board members might be supportive, that is not the voice of the board until the board as a whole has decided.
c) What weight do “board suggestions” carry? (Subject for another blog!)
d) The minutes are the official record of the board’s decisions (in contrast to a record of board members’ conversation). Some boards strictly record only board decisions in the minutes. Others include comments made by board members. I won’t debate the pros and cons of either approach here, but the minutes must be clear as to when the board has spoken. In other words, what are the decisions made by the board as a whole? If the minutes state: “The board agreed…,” that looks as though the board has made a decision.
Your minutes must be clear. Is this a board decision? Or is it board members being supportive?
Some will say: “That’s easy. A board decision takes place when a board member has made a motion, there is debate, and then there is a vote.”
Not so fast!
Yes, that process describes one way that a board can make a decision. Another is via unanimous consent.
Unanimous consent is often used for non-controversial items. For example, if the agenda sets a time for a break and the chair senses that taking the break 15 minutes early would be wise, the chair may ask: “If there are no objections, we will take our break 15 minutes early.” The chair pauses for a moment. If no one objects, the chair announces: “Seeing as there are no objections, we will take our break 15 minutes early.”
In doing so, the board as a whole has made a decision. This carries the same weight as a decision made via motion, debate, and voting.
(If any one board member objects, the chair would then use the voting process to make the decision.)
The process is often used for items such as approval of minutes, agendas or adjournment.
Note the difference between the unanimous consent and board members nodding in agreement.
When the chair says: “If there are no objections…” (the magic phrase) each board member’s antennae should go up, because the chair is asking the board as a whole to make a decision.
Likewise, the recording secretary should take note because decisions made by unanimous consent are actual board decisions and should be recorded as such. E.g., “The board decided…,” “The board agreed…,” “The board directed…”
If board members make comments, those remarks carry no weight because they are not decisions of the board as a whole. If those comments are recorded in the minutes (and there are reasons why they shouldn’t be), then the record should be clear that individual board members, and not the board, made the comments.
The board’s voice must be properly recorded!