A resolution is a main motion in parliamentary procedure, which expresses a formal opinion or sentiment of a member or members.  Presentation of resolutions is the process by which members of Sertoma can express opinions, seek action, or demand redress from the organization.  As this privilege affects all other members, the structure of a resolution and how it is presented are critical. 

Unfortunately, it is both a misunderstood and mismanaged process that often creates frustration rather than any desired result.  This guideline is a brief summary of the appropriate structure of a resolution and the process in Sertoma to manage a resolution.  This is a Sertoma specific guideline.  The process can vary from organization to organization based on their governing documents. 

Authority

As defined by Missouri State law, any membership organization incorporated in the State must provide its members both access and opportunity to participate in the decision-making of the organization.  As such, members have privilege to any decision that affects “the rights of members” such as dues and fee, voting rights and others defined in the governing documents.  The process is defined in the Constitution or Bylaws of the Organization as filed with the State.

This right is established in the Sertoma Bylaws (formerly the Constitution) as is the process, which is governed by Robert’s Rules of Order unless amended by Sertoma Policy.  :

ARTICLE VII – GOVERNANCE
A. Board of Directors
1. Power and Authority:
a. The Board shall have full authority to interpret the Bylaws, and such interpretation shall be final and binding. However, it is the unqualified right of members at any subsequent Annual Meeting to overrule by resolution any construction or interpretation of the Bylaws by the Board of Directors.
b. The Board of Directors shall be the policy-making body of Sertoma.  The Board shall have full authority to establish, construe, and interpret the Policy and Procedure Statements of Sertoma, and such interpretations shall be final and binding providing the Policy Statements and the interpretations thereof do not conflict with any provision of these Bylaws.  This authority is subject to an action of the members as follows:
i. An action of the Board may be rescinded by resolution passed by no less than two-thirds (2/3) of the members and authorized club representatives present and voting at the Annual Meeting of Sertoma, provided, that the resolution does not conflict with these Bylaws.
ii. All other resolutions shall be deemed to be advisory in nature to the Board of Directors.

Privilege and Limits

It is important to note, that a member has the privilege to present a resolution on any issue or concern.  However, there are limits on the outcome or impact of a resolution as defined in the governing documents.  This critical difference is the probably the most misunderstood.  The following is a summary of the limits on the privilege of a resolution.

Binding Resolutions 
As noted in the Bylaws, members have the right to “overrule by resolution any construction or interpretation of the Bylaws by the Board of Directors.” It also allows for a similar action related to the Policy and Procedure Statements of Sertoma, based on a 2/3rds majority vote of the required quorum at the annual meeting. 

The key here is that the privilege to overrule is limited to the construction or interpretation of the Bylaws and supporting Policy and Procedure Statements.  It is not a means to overrule any or all decisions made by the Board.  The privilege of membership to overrule does not extend to all decisions.  This is because it is the Board, and not the members who are legally liable for the operations of the corporation.  Decisions that do not change the governing documents, are not subject to a Binding Resolution, and are considered Advisory. 

The simple checkpoint for a Binding Resolution is if it specifically addresses language in the governing documents.  As example, the Governing Documents give the Board the authority to appoint a Treasurer.  Members could draft a Binding Resolution to remove that authority, but could not present a Binding Resolution to remove a specific appointed Treasurer.  The appointment is a business decision, and not either a construction or interpretation of the documents. 

Advisory Resolutions
Advisory Resolutions are just that, a means to advise the board of a specific opinion or an action desired of a member or members.  Advisory resolutions are presented in the same way as Binding resolutions.  In some organizations, the Board does not consider these unless they are debated and voted upon.  In Sertoma, the Board is required to respond to all Advisory Resolutions presented by the Resolutions Committee.  Depending on the nature of the issue and time available at the Annual Meeting, time for comment Advisory Resolutions is at the discretion of the Chair. 

Salutatory Resolutions
These resolutions require neither debate nor vote, as they do not intend to inform an opinion or request an action.  The primary usage is to provide a formal recognition of an individual or organization. 

Out-of-Order
Though not a class of Resolution, any Resolution can be ruled out-of-order if not properly presented, or requests an action that violates the Bylaws or other aspects related to the legal or fiduciary responsibilities of the organization. 

Structure and Content

All resolutions have three primary components:  The heading, the preamble (the whereas clause/s), and the objective (therefore/or be it resolved clause).  Each has a specific function. 

The Heading
The heading provides the basic information on who is presenting the resolution, to whom it is being presented to, and a title that refers to the primary topic addressed in the resolution. 

The Preamble
The Preamble is a statement of the need for the resolution.  It is not, or should not be an attempt to present the argument for why to vote for the resolution.  A well-written preamble should:
• Limit the number of “whereas” clauses to the minimum required to provide reasonable support for why the “resolved” clause(s) should be considered
• Be based on carefully check the facts and data
• Avoid the use of adjectives or qualifying adverbs that would be considered “editorial opinion” and focus on the essentials

The Objective Statements
The objective statement is the actual motion the resolution is asking the members to consider.  A motion should only address one action or idea at a time.  It is confusing and can put a resolution at risk if more than one issue or action is expected with a single vote. 

As example, the members can ask the Board to return to a prior policy (over rule a decision of the Board), but should not ask in the same motion to make a change in the policy.  In Sertoma, this is an issue as the first “resolved” clause is Binding, and the second is Advisory. 

Some general thoughts on the Objective Statement

• If a resolution is adopted, the only part that remains is the “resolved” clause(s). Consequently, the “resolved” clause(s) must stand alone. This means that you should be able to read these statements separately and have them make sense.
•  Avoid using acronyms. There should be no pronouns used (e.g., it, they, we, etc.) that refer to other resolved statements or the “whereas” clause(s).
• Less is more – if “resolved” clauses become too long or involved, the intent may be lost. It is better to split an idea into two “resolved” statements than to create a single clause that leaves everyone confused.
• ONLY ONE ISSUE SHOULD BE ADDRESSED IN EACH RESOLUTION. If multiple “resolved” clauses are included in a resolution, each “resolved” clause should be related to the central subject of the resolution.

 
Format

There is no required format for a resolution, as long as it follows the requirements listed above.  The fact is that the clearer the language and simpler the format, the more likely it is to pass review of the Resolutions Committee and be presented to the members.  Below are some samples to consider. 

If you are working on or considering proposing a resolution, you headquarters staff can assist in making sure your Resolution is both appropriate in format and content.  Yes, staff is expected to support the policies and decisions of the Board.  However, that does not reduce their obligation to assist members wanting to engage in the Resolution Process, even if that effort is not in support of current policy.  Staff cannot support the intent of such resolution, but it is not a problem to see a member has their voice heard.