What is Unanimous Consent?

unanimous consent at a board meeting

For the most part, when a board of directors alters business operations or procedures, there’s some form of preceding written motion. However, ad hoc and in-the-moment diversions from company standards can happen when obtaining the consent of all present board members.

This method of veering away from an organization’s usual standards and practices is known as ‘unanimous consent.’ In layman’s terms, it’s a tactic used to save time – usually coming into play when one director requests it to the rest of the board.

This type of consent rests upon the absence of any dissenting voices. Only when all members agree can unanimous consent be noted in the board’s official records.

The Ultimate Time Saver

As we’ve already mentioned, the primary reason to use unanimous consent is to shorten up meeting times. 

While many of the mandatory practices of boards meetings exist for a reason, they aren’t always relevant or necessary.

Say, for instance, unanimous consent wasn’t an option, and one board member merely wished to approve the minutes of the last meeting. The director must now ask for a motion, a second, and then an approval discussion about the minutes. From there, they then must ask those in favor to say ‘aye,’ and any dissenters to say ‘no.’

With unanimous consent, the director only has to ask if there are any objections with the approval, then move onto more pressing matters.

There’s no need to make meetings last any longer than necessary and employing unanimous consent can maximize a board’s minutes.

Call for Unanimous Consent Wisely

When used to expedite meetings, it’s wise to request unanimous consent only for topics of a less controversial nature. Calling for 100% agreement on a matter that’s clearly contentious won’t work and will likely extend the meeting.

Allowing Board Members to Revisit a Topic of Interest

Since board meetings run on strict agendas, a director may have missed their cue to discuss something. By suggesting and obtaining unanimous consent, the board member may revisit the topic.

Giving Board Members More Time to Speak

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

How Does Unanimous Consent Differ from Written Consent?

Written consent is generally used to avoid meetings in the first place and occur when members sign a document. Whereas unanimous consent happens during board meetings when voting members are physically present.  

How Does Unanimous Consent Differ from Shareholder Consents?

A shareholder’s consent only needs the approval of as many shares as would be necessary if the item was voted on during a shareholder meeting. 

Therefore, these votes don’t need to be unanimous. 


Do your board meetings seem like they’re taking far too long, and that you’re going through the motions? Then, think about implementing unanimous consent to speed things up.