Consent and Board Mechanics

Jeff Bone
Thu, 14 Jun 2001 05:43:55 -0500

"Roy T. Fielding" wrote:

> That is confusing separate things.  An "Action by Unanimous Consent"
> is a document that is circulated and signed in order for a board to take
> action without holding a meeting.

It's absolutely not.  Every board I've ever sat on has used these documents as a
vehicle for instantiating board decisions arrived at in meetings.  Try not to
generalize too much, Roy.  your experience may be representative, but it's not
complete.  I'm only relaying my observations, you're apparently attempting to
assert something objective.  And you're wrong.

> The second issue is that a board of directors that actively discourages
> dissenting opinion within the discussion and vote on selected items is
> not acting as a board,

Now you're confusing things.  Discouraging discussion and encouraging eventual
consensus are two different and nonexclusive things.