Streamlining governance with unanimous consent: procedures and benefits

Board committees rely on regular meetings to stay informed and ensure the company’s activities run smoothly. But despite their importance, board meetings can be both time-consuming and expensive.

For large annual board meetings, the total costs for transportation, accommodation, food, entertainment, and other expenses can easily surpass $250,000. This creates a significant financial burden for organizations.

To make board meetings more efficient and help to reduce costs, the concept of unanimous consent can offer an effective solution. 

In this article, we delve into the meaning of unanimous consent and offer insights on how you can integrate this practice into your committee sessions.

What does unanimous consent mean?

Unanimous consent offers an alternative to the traditional sequence of motions, debates, and votes. It is used to expedite the decision-making process by eliminating the need for a vote when it’s highly likely that everyone agrees on a particular issue.

Unanimous written consent can be helpful when boards need to make a quick decision on routine procedural issues or non-controversial vendor contracts. 

However, it’s not suitable for all types of decisions. Matters involving large financial transactions, strategic changes, or potential conflicts of interest are best addressed through formal board meetings with a consent agenda.

While each organization establishes its consent processes within its bylaws, it’s essential to note that state or federal regulations may also apply depending on the board’s location. Therefore, it’s crucial for boards to ensure full compliance with all relevant legal and regulatory requirements.

What is Robert’s Rules of Order on unanimous consent?

Robert’s Rules of Order, a widely used manual for conducting meetings in organizations, allows for omitting the formal voting process under certain circumstances. One such circumstance is unanimous consent. 

Let’s explore how unanimous consensus can be obtained and in what instances it can happen.

Basics of unanimous consent procedures

As mentioned before, unanimous written consent serves as a time-efficient alternative to formal votes. 

Under Robert’s Rules of Order, instead of conducting a roll call or voice vote, the presiding officer can simply inquire whether there are any objections to the proposed motion. If no objections are raised, silence is interpreted as agreement, and the motion is considered approved without the need for a formal recorded vote.  

However, if there is at least one objector, triggering a formal vote is sufficient instead of this simplified procedure.

In that case, a quorum for board meetings would be necessary. 

While the common procedure for getting unanimous consent is pretty straightforward, the particular requirements may differ among the organizations. The Congressional Research Service, for example, finds that the methods and constraints for utilizing unanimous consent differ between the United States House and Senate.  

The House often uses it for more routine topics and follows a less rigorous procedure. In contrast, the Senate uses it for potentially complicated issues and takes a more organized approach, sometimes allowing limited discussion before passage.

That said, while unanimous consent simplifies meetings, it should be used carefully within the established rules of the respective organization.

How to conduct a unanimous consent vote?

When a proposal is approved unanimously by all board members, it means that there is no need for a formal vote. This helps to make the process of considering proposals on the floor more efficient. 

Here’s a breakdown of the typical steps for conducting the vote:

1. Proposal and distribution. The board secretary or chair sends the proposed action or decision to all board members for review, either online or in writing.
2. Review and objection period. Board members have a set amount of time to evaluate the proposal and voice any concerns.
3. Objection submission (if applicable). If a member opposes, they must tell the chair or secretary in writing before the deadline for consent.
4. Consent and documentation. The plan will be unanimously adopted if no objections are received by the deadline. The secretary notes the whole process, including the proposal, any objections, and results.

The purpose of unanimous consent

Considering the time-saving nature of this practice, the key purpose of unanimous consent is boosting operational efficiency.

However, the purpose of unanimous consent is wider than that, as unanimous consents also help reduce meeting budgets, which may reach up to a whopping $250,000 per year. 

Let’s explore what other key functions this practice facilitates.

1. Saving time

As we’ve already mentioned, the primary reason to use unanimous shareholder consent is to shorten meeting times. With the director only having to ask if there are any objections to approval, in the best-case scenario obtaining consent is a matter of a few seconds.

2. Giving board members more time to speak

Since board meetings are tightly regimented, each member’s time to speak is under mandated time constraints. If the director must exceed this time to fully articulate their point, calling for unanimous consent might allow them precious extra minutes.

3. Allowing board members to revisit a topic of interest

Since board meetings adhere to strict agendas, a director may sometimes miss their opportunity to discuss certain matters. However, by suggesting and obtaining unanimous consent, the board member can revisit the subject and other business items, ensuring that all pertinent issues are addressed. 

A unanimous consent example

Unanimous consent has practical applications in many different areas. Let’s consider a few hypothetical scenarios where obtaining unanimous consent was both necessary and beneficial:

1. Tech startup funding. Faced with a tight deadline to seek necessary funding, a tech company board applied unanimous written consensus to approve a pre-negotiated investment offer. In turn, it saved time and accelerated the transaction.
2. Local government efficiency. A municipal council committee unanimously approved a small budget change, allowing them to change the meeting focus on other controversial issues.
3. Non-profit collaboration. A non-profit board used the unanimous agreement to approve collaborative fundraising with another organization and launch the campaign promptly.

Unanimous consent: challenges and considerations

While unanimous consent enhances meeting efficiency, it presents its own set of challenges. Let’s examine the most common difficulties and potential solutions:

1. Conflict of interests. Disagreements or hidden motivations potentially undermine unity within the board. Instead, be open, and transparent, sharing the concerns of the board members in case they arise.
2. Power dynamics. Dominant personalities or hierarchical systems may pressure others to agree. Instead, provide unambiguous voting methods, with anonymity if suitable.
3. Procedural complexities. The different procedures and regulations governing meetings can be confusing. Before a unanimous approval vote, offer training on the process and provide the necessary information to ensure a consistent level of understanding for everyone involved.
4. Lack of transparency. Mistrust often stems from a need for more knowledge and unclear communication. Instead, provide all necessary documents in advance and establish a clear conflict of interest policy.
5. Time constraints. Rushing through the process results in hurried judgments and overlooked problems. Instead, set aside time for reflection and, if required, explore alternatives.

The role of a unanimous consent form 

The unanimous consent form is a formal document used to formalize agreements. This completed form serves as a written record of all agreements for future reference. 

Unanimous consent forms work best for uncontested matters (e.g. routine reports, minor purchases, scheduling changes) or urgent approvals. 

However, these forms don’t serve as a substitute for all board meetings. Although these procedures are helpful for simpler matters, more complex issues still require formal gathering.

 So, to get the most out of unanimous consent forms, follow a few tips below:

• Clearly outline the proposed action or decision for consideration.
• Include spaces for signatures for all stakeholders involved.
• Establish a reasonable deadline for returning the signed forms to ensure timely decision-making.
• Ensure the use of unanimous consent forms aligns with the organization’s bylaws.
• Make sure you maintain accessible records of signed forms, electronically or physically.

How board portals can help with a unanimous consent agreement 

It’s no wonder that board members want technology innovation in 2024. In fact, 70% of those polled by Ernst & Young expect more digital solutions to improve governance and meeting effectiveness.
Let’s explore the five main benefits of iDeals Board for improving meeting governance.  

1. Secure document sharing. Upload and exchange materials, proposals, and supporting documents, such as a board resolution through the board portal.
2. Integrated e-signatures. Allow members to sign the agreement electronically within the portal, reducing paperwork.
3. Version control. Ensure that everyone is using the most recent version of the agreement with a clear version history.
4. Easy meeting minutes creation. Securely store meeting minutes and amendments, providing context for future reference. 
5. Granular permissions. Control access to certain documents, discussions, and voting processes depending on members’ responsibilities and permissions.

Key takeaways

Now, let’s quickly summarize key findings from the article:

1. Unanimous consent is a formal process where all board members approve a decision without the need for a formal debate and vote within the meeting. 
2. Unanimous consent improves operational efficiency by saving time and lowering meeting costs.
3. Potential challenges of unanimous consent include conflicts of interest, power dynamics, procedural complications, a lack of transparency, and time limits.
4. Unanimous consent forms record board approvals outside meetings, ideal for routine matters and quick decisions.
5. Board portals simplify the unanimous consent process with the following tools: secure document sharing, electronic signatures, version control, and granular access permissions.