motions vs resolutions

[Al Dunbar]

In a facebook discussion someone said that "when a motion is passed in a board meeting it then becomes a resolution of the board". someone else suggested that "resolution" is the term used when a decision is necessarily made outside of a meeting and then ratified as a board resolution at a properly convened board meeting.
I have never heard of the first statement, but found it in a google search. Does Robert's speak at all to board resolutions?
In most of the organizations I have been in, board meeting business was conducted using only motions, while resolutions were how AGM business was conducted.
What I get from a quick review of Robert's is that the differences between them are:

• a motion need not be submitted in writing;
• resolutions normally deal with more complex and contentious or significant issues;
• motions propose actions, while resolutions can also be used to state a principle of the (board or) organization.

Is that correct, or are there other distinctions or standards of what types of business need one vs the other.

[Josh Martin]

On 7/10/2023 at 8:28 PM, Al Dunbar said:

In a facebook discussion someone said that "when a motion is passed in a board meeting it then becomes a resolution of the board". someone else suggested that "resolution" is the term used when a decision is necessarily made outside of a meeting and then ratified as a board resolution at a properly convened board meeting.
I have never heard of the first statement, but found it in a google search.

Neither of these is correct, at least so far as RONR is concerned.

On 7/10/2023 at 8:28 PM, Al Dunbar said:

Does Robert's speak at all to board resolutions?

In RONR, a resolution is simply a motion written in a particular format. That's it.

In particular, it must be remembered that a resolution is a type of motion, not a separate thing. Any rules pertaining to motions are equally applicable to resolutions. The type of assembly is immaterial - the rules on this matter are the same whether it's a board meeting or a meeting of the general membership.

For example, here is the same motion written in the standard motion format and in the form of a resolution:

Standard Format: "That the Merchants' Association sponsor an essay contest open to high school students of the city, to be conducted according to the following specifications:.…"

Resolution Format: “Resolved, That the Merchants' Association sponsor an essay contest open to high school students of the city, to be conducted according to the following specifications:.…”

This is, of course, a simple example. A resolution will frequently include multiple "resolved" clauses, and may also contain one or more "whereas" clauses.

On 7/10/2023 at 8:28 PM, Al Dunbar said:

What I get from a quick review of Robert's is that the differences between them are:

• a motion need not be submitted in writing;
• resolutions normally deal with more complex and contentious or significant issues;
• motions propose actions, while resolutions can also be used to state a principle of the (board or) organization.

Is that correct, or are there other distinctions or standards of what types of business need one vs the other.

A resolution is a motion written in a particular format. That's it.

The fact that a motion is more complex, contentious, deals with significant issues, and/or states a principle of the board or organization are all reasons that a motion may be more likely to be cast in the form of a resolution. If it is anticipated to formally publish the motion as a statement of the organization, that is another reason why formatting it as a resolution may be desirable. But ultimately, the format itself is what makes something a resolution or not. There is nothing magical about a resolution, and no particular type of business needs to be cast in the form of a resolution (or not cast in the form of a resolution).

In addition, I would push back on the assertion that a motion need not be submitted in writing. It is certainly the case that all resolutions should be submitted in writing, but the fact that a motion is not in the form of a resolution does not necessarily mean it should not be submitted in writing.

"Any resolution—and any long or complicated motion, whether cast as a resolution or not—should always be submitted in writing as described in 4:5." RONR (12th ed.) 10:13

"A resolution or a long or complicated motion should be prepared in advance of the meeting, if possible, and should be put into writing before it is offered." RONR (12th ed.) 4:5

"If a motion is offered in a wording that is not clear or that requires smoothing before it can be recorded in the minutes, it is the duty of the chair to see that the motion is put into suitable form—preserving the content to the satisfaction of the mover—before the question is stated. The chair must never admit a motion that the secretary would have to paraphrase for the record. The chair—either on his own initiative or at the secretary's request—can require any main motion (10), amendment (12), or instructions to a committee to be in writing before he states the question." RONR (12th ed.) 4:18

Really, the rule of thumb is that unless a motion is so short and simple that its exact wording can be easily recorded by the Secretary after simply hearing the motion, the motion should be in writing, so that the Secretary can be certain to accurately record the motion in the minutes.

Edited July 11, 2023 at 11:38 AM by Josh Martin

[Dan Honemann]

On 7/11/2023 at 7:31 AM, Josh Martin said:

This is, of course, a simple example. A resolution will frequently include multiple "resolved" clauses, and may also contain one or more "whereas" clauses.

If it is desired to have the background behind, or reasons for, the adoption of a motion included together with adoption of the motion itself, this ability to include "whereas" clauses (a "preamble"), subject to the rules in RONR, 12th ed., 10:19, is a matter of parliamentary significance in deciding whether or not to cast a motion in the form of a resolution.

 

[Dan Honemann]

It may also be worth noting that it takes the adoption of a good old, garden variety motion for the adoption of a resolution.  

[Rob Elsman]

... like, "Mr. President, I have delivered a resolution to the Secretary; and, I now move its adoption."