Q&A #80 – What’s the difference between a motion and a resolution?
Question: I’ve recently joined the Board of a nonprofit organization and noticed some differences in terminology and style than other Boards I’ve served on. One issue we’ve been discussing is whether Board actions must be carried out through resolutions as opposed to motions. What is the difference and when is a resolution necessary?
Answer: As with many matters of nonprofit governance, opinions vary as to the meaning of terms like “motion” and “resolution,” which are sometimes perceived to be similar. While there is no single universal set of definitions, the term “motion” is generally understood to mean the proposal of a Board action, while a “resolution” refers to a type of formal Board action that is used when careful written language is desired.
All Board actions must be proposed by someone (typically a Board member) and then approved by a vote of the Board. Formal proposals generally start with one Board member making a “motion.” The motion is then often “seconded” by another Board member, followed by a Board vote on the motion. Discussion can generally take place at any point in this process, but most of the discussion and research leading to a Board vote usually happens before a motion is made. The precise steps and mechanics differ depending on the organization and the context, but this general process applies to all Board actions, big or small, except when it is determined that the matter does not require a Board vote. A similar process typically applies to committee matters as well.
A “resolution,” on the other hand, need not be used for all Board actions and is generally reserved for special instances. Many matters can be decided simply by voting on a motion. Resolutions are typically used when the details and wording are especially important and/or when the matter is highly visible to the general public (or the organization’s voting members, if applicable). For example, a Board might approve a resolution authorizing an officer of the organization to execute documents to sell real estate owned by the organization, subject to limits and caveats specified in the resolution document. Or a resolution might be used when voting on a major shift in the organization’s policy or position on an issue, where it can be helpful to show additional context and reasoning in the resolution document.
Similarly, resolutions are often used when the Board wants to have a standalone document showing the Board action without sharing the entire Board meeting minutes. For example, a separate resolution granting authority to certain officers to open a new bank account and serve as signatories is often used to satisfy the bank’s requirements.
Planning Tip – Always remember that the purpose of Board meeting minutes is to provide an authoritative record of the actions that took place at a Board meeting. When a written, standalone resolution has been approved by the Board, the meeting minutes should reference the resolution document and this document should be attached to the meeting minutes as an exhibit. The resolution document should be signed (typically by the Secretary) after Board approval to certify its authenticity, and the full meeting minutes should also be signed once those minutes have been reviewed and approved by the Board.
Regardless of the formality or level of detail in a particular resolution, the process of proposing and voting on a resolution is much like any other Board action. A motion will be made to approve the resolution, the motion will be seconded, and then the Board will vote.
In summary, the approval of all formal Board actions starts with a “motion,” while a written “resolution” is used only in certain situations. Boards should be thoughtful and purposeful in the use of resolutions and consider whether the action under discussion is significant enough to be better served by the added formality of a written resolution.
