Good practice library

Information and ideas for boards and committees

What is a motion?

A motion in a board meeting is a formal proposal made by a member of the board, suggesting that the board take a specific action or adopt a particular stance on an issue. Here’s how it works in a nutshell:

  1. Proposal: A board member makes a motion by stating, “I move to…” followed by the action they propose.
  2. Seconding: Another board member must second the motion, indicating that at least one other person supports the proposal
  3. Discussion: The board discusses the motion, debating its merits and implications
  4. Voting: After the discussion, the board votes on the motion. It passes if it receives a majority vote or meets the specific voting requirements outlined in the bylaws

Motions are essential for ensuring that decisions are made in an orderly and democratic manner during board meetings.

Motion vs. resolution

The terms "motion" and "resolution" are often used in board meetings, but they have distinct meanings and purposes:

A motion, as mentioned above, is a proposal made by a board member suggesting that the board take a specific action or make a decision. It typically requires a second from another board member to proceed to discussion and voting.

A resolution in a board meeting is a formal document that records the decisions made by the board of directors. It serves as an official record of the board's actions and decisions, which can include a wide range of matters such as approving budgets, appointing new board members, or authorizing significant business transactions.

  • A resolution is a formalized version of a motion that has been passed by the board.
  • It is a written document that records the board's decision and is often used for significant or legally binding actions.
  • Resolutions are more formal and detailed, often including specific language and context for the decision

In summary, while a motion is the initial proposal for action, a resolution is the formal record of that action once it has been approved by the board.

How to make a motion?

A motion can be made verbally during a board meeting but can also be written down in advance and forwarded to the chair to be included in the next agenda.

Here’s how you can prepare and present a motion both before and during a board meeting:

Prepare the motion in advance

  • Write a clear and concise motion following the structure below.
  • Share the draft motion and any other relevant documents with the chair or secretary and request to add it to the agenda of the next meeting.
  • Ensure the motion is included in the meeting agenda and supporting materials are included in the meeting package. Providing the motion in advance allows members to review and prepare for the discussion.

Here’s a typical structure for a written motion:

  1. Title: Start with a clear title that summarizes the motion. For example, "Motion to Approve the Annual Budget."
  2. Purpose: Briefly state the purpose of the motion. This helps provide context. For example, "To ensure the financial stability of the organization for the upcoming fiscal year."
  3. Motion Statement: Clearly state the action you propose. Use precise language to avoid any ambiguity. For example, "I move that the board approve the annual budget as presented by the finance committee."
  4. Supporting Information: Include any necessary background information or rationale for the motion. This can help other board members understand the importance and implications of the proposal. For example, "The finance committee has reviewed the budget and recommends its approval to support our strategic initiatives."
  5. Implementation Details: If applicable, outline any specific steps or actions required to implement the motion. For example, "Upon approval, the finance committee will oversee the allocation of funds according to the budget plan."
  6. Signature: If the motion is being submitted in writing before the meeting, include your name and position. For example, "Submitted by: [Your Name], [Your Position]."

Present a motion during the meeting

Make sure the motion you want to present was added to the meeting agenda by the chair. Making a motion in a board meeting involves a few key steps to ensure the proposal is properly introduced, discussed, and voted on. Here’s a step-by-step guide:

  1. Recognition: When the agenda item is reached, wait for the chairperson to recognize you.
  2. State the Motion: Clearly state your motion. For example, “I move that we approve the annual budget as presented.
  3. Second the Motion: Ensure another board member seconds the motion. This is necessary for the motion to proceed to discussion.
  4. Discussion: Participate in the discussion, providing any additional information or clarification needed. Be prepared to answer questions and address concerns from other board members.
  5. Vote: After the discussion, the chairperson will call for a vote. Ensure you understand the voting requirements (simple majority, supermajority, etc.).
  6. Result Announcement: The chairperson will announce the result of the vote, stating whether the motion has passed or failed.
  7. Following these steps helps ensure that the board meeting runs smoothly and that all members have a chance to participate in the decision-making process.