The words “motion” and “resolution” are used constantly in board and committee meetings — and confused almost as often. Many secretaries and new board members use them interchangeably, which creates genuine problems when it comes to writing accurate minutes. Understanding the difference isn’t just a technicality; it determines what gets recorded, how it’s worded, and what’s legally binding for your organisation.
Motions
A motion is a formal proposal put to the meeting by a board member. It’s the starting point — someone is proposing that the board take a position or authorise an action.
In most Australian associations and not-for-profits, a motion requires a mover (the person proposing it) and a seconder (a member who agrees the matter is worth debating) before the board can discuss and vote. Without a seconder, the motion typically lapses.
Motions don’t have to be written down before they’re raised — they can be made verbally during the meeting. But they absolutely must be recorded in the minutes once moved. A motion that isn’t captured in the minutes might as well not have happened. Your minutes need to record the exact wording, who moved it, who seconded it, and the outcome — carried, lost, or withdrawn.
This is where many committees drop the ball. The Chair asks “all in favour?” the room raises hands, and the secretary writes “motion carried.” Three months later, nobody can agree on exactly what was agreed to.
Resolutions
A resolution is what a motion becomes when it passes. Technically: a motion approved by a majority of members present and voting becomes a resolution. It is a formal, binding decision of the board.
Unlike a motion, a resolution must always be in writing. The resolution wording in your minutes is the official record of what the board decided — and it may be relied upon for legal, financial or regulatory purposes. This is where minute-takers most commonly slip up: they record that “the motion was carried” without capturing the actual resolution wording. If the resolution authorised a significant expenditure, a policy change, or a contractual commitment, vague minutes create real risk downstream.
The resolution should be recorded verbatim as passed — not paraphrased, not summarised. Exactly what was agreed.
Motion moved. Seconded. Voted. Resolution recorded.
Process PA captures motions in real time as your meeting runs — mover, seconder, vote outcome and resolution wording flow straight into your minutes. No manual write-up. No gaps.
Start Free Trial 30 days free · No credit card requiredThe Key Differences
| Motion | Resolution | |
|---|---|---|
| What it is | A proposal put to the board | A motion that has been passed |
| Who makes it | An individual board member | The board as a whole |
| Form | Can be verbal | Must be written and recorded |
| Binding? | No — it is a proposal | Yes — it is a formal board decision |
| In the minutes | Record with mover, seconder and outcome | Record verbatim as the official decision |
Not all motions become resolutions — some are lost, some withdrawn. But every resolution begins as a motion. And both must appear in your minutes.
This matters not just for good governance but for compliance. Many Australian associations are required under their constitution and the relevant state Associations Incorporation Act to maintain accurate records of resolutions passed at meetings. A minute book full of “motion carried” entries without resolution wording does not meet that standard — and won’t hold up if a decision is ever disputed.