If my arguments in a previous column did not convince you to remove reports from the consent agenda, here's the next best thing: clarify which items on the consent agenda the board approves and which it does not. For example, the chair could say, "Is there any objection to approving the consent items - minutes and other proposals - and acknowledging the reports listed there? ...There being none, show the respective items approved and acknowledged."
That way the record of that action reflects that there are two classes of items on the consent agenda. Yet, in a legal case that is going against your board, what will be the difference between "acknowledged" and "approved?"
A Better Way
However, I believe there is a better way to stifle unnecessary discussion of historical data and still show they were presented to the board. List separately the reports which you feel must accompany the agenda. Create a "Reports" section just as the consent items are listed under a heading.
Your rules of order or governance policies can explain the board's intentions for dealing with the reports listed on the agenda. Let the directors agree that they do not intend to discuss reports just because they are listed on the agenda - not without meeting certain conditions. This treatment is more straight-forward than placing reports on the consent agenda simply to keep them from being discussed.
If your board decides that it should not discuss reports at meetings, make this intention a part of your governance policies or, as I have done in my model Governance Policies Manual, in the custom rules of order:
The board respects individuals' time, and the value of "face time" at board meetings; it will be rare that we discuss the contents of reports at a board meeting. Directors have time before meetings to clarify information in the materials they receive. Managers, officers and committees may put ad-hoc reports on the agenda only if there is something of substance that directors need to read. Reports should not contain action items; submit a separate proposal as an action item.
A Better Solution
Here is a better solution, a pure agenda, and a separate delivery of reports.
If a board does not intend to debate, discuss or decide something at a board meeting, why associate it with the meeting agenda? The agenda should carry with it only the materials that relate to scheduled debate, discussion and decisions. Send a separate package of reports to the directors when the reports are ready.
Think about it this way: financial reports can dominate both the reports section of a typical agenda packet, and dominate the time spent at a meeting. Governing boards expect their CEOs to take corrective actions immediately upon discovery and not wait for a board meeting to discuss it. Consider further, governing boards may need to read marketing, audit, and other reports but do not have to take actions at the meeting based on them. Directors need reports of many types to be informed of the credit union's major affairs, its condition, and it performance as they conduct of their fiduciary duties.
Visualize The Benefits
Visualize the benefits of not having routine monthly financial and statistical reports attached to an agenda: it frees directors and top managers from the perception that those reports are somehow to be used or discussed at the meeting. Instead, the absence of such reports releases leaders' minds to deal with future needs - to deal with strategic issues and other items on the agenda the board must attend to.
"Purifying" the agenda package helps the director study and focus on the pending meeting.
Let's assume that in separating everything into two packages there is no change in the volume of information prepared for the board. Managers will not spend additional time preparing the information. Directors will not spend any additional time pouring over reports and agenda packets. In this scenario, the main benefit of this change is clarity. With this separation, there is clarity of purpose and clarity of activity. In a complex world, how can you place a value on clarity?
Separating the current information into two separate packages for delivery to the board is a change that will not be too hard to get use to. It will not cost more money, except in some cases, a few more dollars per month in postage, or a restructuring of the information presented on the Intranet.
Directors have limited time. Boards should only debate, discuss, and decide when the activity adds value; routine actions which fail to add value wastes time and only pretend importance.
Dan Clark is a consultant operating out of Tallahassee, Florida. He can be reached at www.danclark.com or 850-559-7094.
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