Are banks in Illinois allowed to use consent agendas for board meetings? A consent agenda allows a board to group routine business items, which have been provided in advance for the board’s review, into one agenda item for approval.

Yes, we believe that Illinois banks may utilize consent agendas for board meetings. We are not aware of any Illinois or federal law, rule or guidance prohibiting the board of directors of a bank from using a consent agenda to vote on routine business matters that have been grouped together for approval.

Consequently, provided the use of a consent agenda is not inconsistent with your bank’s bylaws, we believe your bank’s board of directors may vote to approve routine matters that have been grouped together — assuming a quorum is present at the meeting.

For resources related to our guidance, please see:

  • Illinois Banking Act, 205 ILCS 5/16(4) (“The board of directors shall hold regular meetings at least once each month, provided that, upon prior written approval by the Commissioner, the board of directors may hold regular meetings less frequently than once each month but at least once each calendar quarter. . . . A majority of the board of directors shall constitute a quorum for the transaction of business unless a greater number is required by the charter or the by-laws. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors unless the act of a greater number is required by the charter or by the by-laws.”)