Unanimous consent failed..what next?

Started by EliG • 4 replies • 175 views

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EliG (Arizona)
Posts: 11

Posted:

Our board conducted a unanimous consent that did not pass, which has never before happened. There was one dissent.

I was then told the Board would take up the matter again at the next Executive Session, where I assume it will pass with a majority.

What I don’t understand is that if the unanimous consent vote failed, why is it discussed and voted again at the next meeting. Isn’t the matter closed once the vote was taken?

DavidG45 (Delaware)
Posts: 994

Posted:

Quote:

Posted By EliG on 12/20/2023 1:58 PM
Our board conducted a unanimous consent that did not pass, which has never before happened. There was one dissent.

I was then told the Board would take up the matter again at the next Executive Session, where I assume it will pass with a majority.

What I don’t understand is that if the unanimous consent vote failed, why is it discussed and voted again at the next meeting. Isn’t the matter closed once the vote was taken?

Nope, they can and should vote at the next meeting. Unanimous Consent is a way to get things done quickly between board meetings that the Board feels can’t wait. If they cannot agree unanimously then they wait for a meeting and vote.

ElleN (Idaho)
Posts: 4,420

Posted:

I agree with DavidG45.

In addition, just because an issue was voted down in one venue (be it a board meeting or in an "action without a meeting" pursuant to ARS 10-3821) does not preclude the issue being raised again at a subsequent board meeting. All it takes is getting the issue on the agenda for the board meeting, a motion, a second to the motion, and so on.

KerryL1 (California)
Posts: 14,550

Posted:

Ws this "action taken without a meeting," perhaps online? And AZ or your Bylaws require unanimous consent? If so, I agree with David that it certainly may be placed on a subsequent meeting's agenda. I can't think of any board procedures where one vote would defeat a motion.

But why would it be on an executive session agenda? Does it qualify?

To make sure I don't misunderstand, is it possible this "Consent Agenda" list at a in-person board meeting, and a director disagreed with one item on the list?

EliG (Arizona)
Posts: 11

Posted:

Thanks for the replies. This was very helpful.

And yes, this issue does qualify for executive session. We did the consent vote because we don’t have a board meeting in December. And we followed the rules for unanimous consent.

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