Resolution (law)

Lore & Background

In corporations, a written resolution is especially useful for a board of directors when consenting to real estate purchases or sales. When certified by the corporation's secretary, such a resolution assures the other party that the sale was properly authorized. Other corporate examples include resolutions approving bank account openings or authorizing share issuance. In legislative bodies, the term resolution describes an approved motion. In the United States, a resolution is a written proposal, while a motion is verbal. Legislatures often adopt non-binding resolutions, but they also use resolutions to exercise binding powers that are not lawmaking, such as declaring war or proposing constitutional amendments via joint resolution. A house may also use a resolution for specific powers, like electing a Speaker or impeaching an officer. Non-binding resolutions express approval or disapproval of matters outside the body's jurisdiction or protected by a constitution, carrying no legal weight. Substantive resolutions deal with essential legal principles, while procedural resolutions address methods of making and administering substantive items.

Reader's Guide

Resolutions are fundamental tools for deliberative bodies to formalize decisions, whether in corporate governance or legislative procedure. In corporations, they provide legal assurance for transactions and authorize key actions. In legislatures, resolutions allow bodies to express positions, exercise non-lawmaking powers, and manage internal procedures. The distinction between binding and non-binding resolutions is crucial: non-binding resolutions serve as symbolic statements, while binding ones, like joint resolutions in the U.S. Congress, carry legal force for actions such as declaring war or amending the constitution. Historical examples, such as the Gulf of Tonkin Resolution and the War Powers Resolution, illustrate the significant impact resolutions can have on national policy. The term's flexibility—covering everything from corporate board approvals to United Nations Security Council decisions—underscores its importance across legal and political systems. Understanding resolutions helps clarify how collective bodies reach and record decisions, balancing formal authority with procedural nuance.

Did You Know?

• A resolution is also called a resolve.
• In the United States, a resolution is a written proposal, while a motion is verbal.
• A legislature can use a resolution to exercise binding powers that are not lawmaking, such as declaring war.
• A non-binding resolution carries no legal weight but is adopted for moral support.