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Motion is the First Step and Resolution is the Last

Board and Members meeting acts as a platform in proposing actions and mounting decisions. It is a place where they unite together to discuss and decide on how to lead an organisation in a best governed manner.

The words “motion” and “resolution” are often used and heard of in the meetings of the board of directors of an organization. Both terms are often used simultaneously and are sometimes used interchangeably which brings about unnecessary confusions and misunderstandings.
In reality, these two words are completely different from each other and should not be used in place of the other.


A motion is a formal proposal put forth before the meeting by a member of that meeting for further discussion on that topic.

Remember, not all the participants of the meeting are eligible to propose the motion.

In general practice, the motion works in 3 step process:

1. One member proposes/ makes one motion ( proposes its idea);

2. Another Member seconds the motion (supports the proposed motion); and

3. Other members either vote for or against it or remains neutral either by way of show off hands or by poll.


A motion becomes a resolution only after the requisite majority of members have adapted it under the provisions of the companies act.

A resolution passed and adapted by the members is binding in nature.


A motion is a proposal and a resolution is the adoption of motion duly made and seconded. But every motion need not be followed by a resolution, as in case of a motion being made for adjournment of meeting.

A motion becomes a resolution only after the requisite majority of members have adopted it. A motion should be in writing and signed by the mover and put to vote at the meeting by the chairman of the meeting. In case of company meetings, only such motions are proposed that are covered by the agenda. 

Resolution steps


If the resolution is moved by a shareholder/ member in general meeting, but not seconded by anybody, then the resolution is automatically deemed to be failure, without discussion and voting.

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May 2024