Several national clients have asked me recently for advice on “modernizing” their resolutions processes. That has involved looking at what they do, why they do it, and what improvements might make the process more efficient or easier for members to understand. From those conversations comes this article, which discusses the general process.
There are as many resolutions processes as there are associations. That’s because each organization is governed by language in its bylaws (sometimes “constitution”) or board policy. If the procedure appears in the bylaws, the process tends to be fixed, since bylaws can be difficult to amend. On the other hand, if the process appears only in board policy, the board tends to have flexibility to adjust procedures as needs change.
Resolutions are a long-standing and useful way for assemblies to present proposals in written form. Many organizations rely on them effectively. The question for most groups is not whether resolutions are good or bad, but whether the process being used is clear and helps members conduct business efficiently.
With that in mind, let’s look at what resolutions are and some of the common practices surrounding them.
A Resolution Is Simply a Main Motion
Many people are surprised to learn that the word resolution has no specific meaning in parliamentary procedure.
At its core, a resolution and a main motion are the same thing. Both are proposals for the assembly to take action. A typical motion might be introduced verbally, such as:
“I move that the organization support disaster relief funding.”
A resolution states the same idea but in a more formal written structure, often beginning with language such as:
“Resolved, that the organization support disaster relief funding.”
Because a resolution is simply a main motion, the same parliamentary rules apply to both. They can be debated, amended, referred to committee, postponed, or adopted just like any other motion.
How Organizations Commonly Use Resolutions
That said, some organizations treat resolutions differently because of tradition or governing document language. For example, some groups use resolutions only for certain types of matters, such as statements of philosophy or public policy, while routine action items are handled as “new business items.” In such organizations, any distinction exists because of rules or past practice, not because of parliamentary procedure.
Other organizations take an opposite approach, with nearly all proposals for action conducted through “resolutions.” In that setting, a resolution is simply the format used to present motions for the delegates’ consideration, whether to take a policy position or for a constitutional amendment.
In short, whether resolutions are used for specific topics or for all business depends on the organization. From a parliamentary standpoint, however, a resolution is simply a main motion presented in a specific written format with a “Resolved” clause and possibly “Whereas” clauses.
Understanding the “Whereas” Clause
It is sometimes assumed that a resolution must contain a series of “Whereas” clauses, sometimes called a “Preamble,” explaining the background for the action. In fact, neither rule nor custom requires this format.
A resolution can consist solely of the resolving clause, such as:
“Resolved, that the organization support protecting Social Security.”
The perceived benefit of “Whereas” clauses is that they provide helpful context and explain the reasoning behind a proposal. That said, they can create some additional issues in some organizations.
First, some organizations find “Whereas” somewhat archaic and prefer clear and straightforward wording rather than an older legislative style.
Second, the structure can make the amendment process more complicated. Under Robert’s Rules of Order Newly Revised, amendments to the Resolved clauses are often taken first and then amendments to Whereas clauses to ensure they match the action taken. Whether or not done in this fashion, changes to the Resolved clauses may necessitate amendments to Whereas clauses if the rationale no longer matches.
Also, depending on what will be done with resolutions, the Whereas clauses may not be amendable. Some organizations only send out the Resolved clauses of adopted resolutions. If so, and no one will ever see the Whereas clauses, why spend time debating and amending them?
Third, the preamble can unintentionally create opposition. Members who support the action might still vote against a resolution if they disagree with the wording or tone of the Whereas clauses.
For these reasons, some organizations today choose to eliminate “Whereas” clauses except for ceremonial resolutions, such as commendations, memorials, or honorary statements.
When a Preamble May Be Helpful
There are two limited situations where a preamble with Whereas clauses serves a useful purpose.
- Strategy. Whereas clauses allows the sponsor of the resolution to present the reasons for the proposal before the motion is discussed.
- History. Because minutes normally record actions and not debate, a preamble can preserve the reasoning behind a decision.
Some organizations accomplish the same goal by including a short explanation with the resolution when it is submitted.
“Whereas” clauses are perfectly fine and may be helpful in particular circumstances, but it’s important to be aware of whether the Whereas clauses will or will not be a part of the final, adopted document.
Continuing Resolutions and Organizational Positions
Some organizations adopt resolutions that do not direct a specific action but instead express a philosophy, policy position, or general viewpoint. These are sometimes called continuing resolutions.
Organizations handle these in different ways.
Some treat them as continuing statements that remain in effect until the assembly changes or removes them. In that case, a member would need to move to amend or strike the resolution if the organization wishes to alter its position.
Other organizations review these resolutions periodically, often annually. In effect, each resolution is taken “out of the trophy case,” reviewed, and either reaffirmed or allowed to expire. This approach encourages organizations to reconsider whether their stated positions still reflect current thinking.
A third approach is to adopt sunset provisions so that resolutions automatically expire after a set number of years unless they are renewed.
Handling Large Numbers of Resolutions Efficiently
Large assemblies, such as national conventions, may need to consider dozens of resolutions in a single meeting. Reviewing each one separately can take an enormous amount of time.
A common solution is to treat the resolutions as a package. The chair announces that all resolutions will be considered together unless members request that a particular resolution be considered separately.
Members can simply say something like, “Hold resolution five.” The held resolutions are then removed from the package and considered individually.
The remaining resolutions are voted on together as a group and often adopted by unanimous consent, or “without objection.” This approach speeds up the meeting while still protecting the right of any member to have a resolution discussed separately.
What a Resolutions Process Should Do
At the end of the day, a resolutions process exists for one simple reason: to allow members to propose ideas in a structured and orderly way.
The best resolutions procedures balance two goals. They make it easy for members to bring forward proposals, and they allow the assembly to consider those proposals efficiently.
Organizations that understand what resolutions really are, and what they are not, often discover that their processes can be simpler than they thought.
Three Questions to Ask When Reviewing Your Resolutions Process
For organizations looking to improve their process, it can help to step back and ask a few simple questions.
First, does the existing process make it easy for members to submit ideas? If the procedure is overly complicated, members may simply stop participating.
Second, does the process allow the assembly to consider proposals efficiently? Large meetings especially need procedures that keep business moving while still protecting the rights of members.
Third, is the current process actually required by the governing documents? Many organizations follow procedures simply because “that’s how we have always done it,” even though their Bylaws or rules do not require it.
Whatever approach an organization chooses, resolutions remain simply one way of presenting business to the assembly. Some organizations prefer detailed written resolutions with multiple “Whereas” clauses. Others handle most matters through straightforward motions and reserve resolutions for special purposes.
Neither approach is inherently better than the other. What matters is that the process is clear to members and helps the organization conduct its business effectively. Between parliamentary procedure and an organization’s own governing documents, the resolutions process can usually be adapted to fit the needs of the group. In many cases, the most effective modernization is not adding more rules, but simplifying the ones already in place.
Many of these issues are discussed in greater detail in my book, Notes and Comments on Robert’s Rules, Fifth Edition.
Jim Slaughter is an attorney and professional parliamentarian who advises organizations across the United States on meeting procedure and governance. He is a Certified Professional Parliamentarian-Teacher, Professional Registered Parliamentarian, and past President of the American College of Parliamentary Lawyers. He is the author of four books on parliamentary procedure, including Robert’s Rules of Order Fast Track: The Quick and Easy Guide to Parliamentary Procedure for the Modern Meeting and Notes and Comments on Robert’s Rules, Fifth Edition.