Motions, Resolutions and Action Items: What Is the Difference?

Motion: the proposal put to the Board

A motion is a proposal formally put to the Board for decision. It has a mover, usually a seconder, a debate, and an outcome. Until it is voted on it is a proposal; once carried, it becomes a decision of the Board.

Administratively, a motion is a wording problem. Loose wording — "that the Board support the project" — creates disputes about what was authorized. Tight wording names the action, the amount, the limit and the authority: "that the Board approve the lease renewal for a three-year term at a total cost not exceeding $84,000, and authorize the Executive Director to execute the agreement."

Resolution: the decision as a standing instrument

A resolution is a decision recorded as a formal, standing instrument — usually numbered, often extracted from the minutes for use elsewhere. Banks, funders, insurers and registries typically ask for a certified resolution, not a copy of your minutes.

If your organization numbers resolutions, keep a register with the number, date, meeting, subject, adopted wording and where the signed copy is filed. Numbering that only exists inside the minutes is close to useless when someone needs a copy in a hurry.

Action item: the work that follows

An action item is not a decision. It is the operational follow-through: something to be done, by someone, by a date. Some come from motions; most come from discussion.

Action items are where governance quietly fails. A decision can be perfectly minuted and still never happen. The remedy is a tracker that outlives your memory.

• Action reference and the meeting and date it came from.
• The agenda item and the exact direction given.
• Owner — one named person, not a department.
• Due date, current status, and the date of the last update.
• Evidence of completion, and the meeting at which it was reported closed.

Keeping the three connected

Traceability is the point: a resolution number should lead back to a motion in the minutes, and a motion that directs work should lead forward to an action item that closes. When those links exist, questions get answered in minutes instead of afternoons.

Put the open action register in the package as a standing item. Boards close items far more reliably when they see the list every meeting.