I. Basic Guidelines/Resolution Basics
What is a resolution?
A member resolution is a formal proposal that asks ATA to take a position and/or an action on an important subject. A member resolution may describe a problem or situation and contain an action to help correct it. This is a “substantive resolution.” A resolution may also be a statement or declaration intended to honor a person, group or entity or commemorate an important person, entity, or event. This is a “non-substantive resolution,” also known as courtesy or congratulatory resolutions.
II. Structure of a Resolution
A member resolution consists of two parts: the preamble (description of the situation, person or event, also called the “Whereas clause”) and the action or statement clause (how ATA should address the issue or what action should be taken, also called the “Resolved clause”). The entire resolution should be one long, continuous sentence with the preamble clause(s) first and the resolved clause(s) second.
Example: Substantive resolution
“Whereas the American Dinosaur Association represents all dinosaurs in America, be it resolved that the ADA shall promote the recognition of turtles as dinosaurs.”
Example: Non-substantive resolution
“Whereas the American Dinosaur Association represents all dinosaurs in America, be it resolved that ADA hereby declares September 5 as International Dinosaur Day.”
III. Who May Submit a Resolution?
Any member may submit a non-substantive member resolution to the Governance and Communications Committee (GCC) to be presented for a vote at the Annual Meeting of Voting Members. Only Active or Corresponding (Voting) members may submit substantive resolutions to the GCC to be presented at the Annual Meeting of Voting Members. The GCC or Board of Directors may originate resolutions on their own. All resolutions that meet the criteria for a resolution in Section IV will be reviewed by the GCC and the ATA President and then submitted to the Board of Directors for final review.
IV. Criteria and Guidelines for a Resolution
All member resolutions should be composed using these guidelines:
a. The resolution must be related to the purpose of ATA as stated in the Bylaws and be consistent with ATA’s status as a tax-exempt organization.
b. The resolution must not infringe on the rights and duties of the Board of Directors.
c. Resolutions are subject to legal review and must comply with all applicable laws and regulations and otherwise be consistent with ATA’s bylaws, policies and procedures. Resolutions involving changes to ATA’s bylaws are governed by Article XV(a) of the bylaws.
d. Resolutions may address governmental issues such as legislation, regulations, policy, etc. related to or affecting the translating and interpreting profession. In keeping with ATA’s tradition of non-partisanship (and tax-exempt status), resolutions may not address individual politicians, governmental appointees or employees, specific political parties or platforms, conflicts or agendas. As an exception, non-substantive resolutions addressing individual elected officials who have made important contributions to supporting ATA’s mission may be submitted and include the customary identification of the official’s party affiliation, e.g., Senator Mary Interpreter (D-CA).
e. The resolution should address only one topic or issue.
f. The resolution should be complete, so that when adopted it becomes a clear and formal expression of the will of the Association.
g. If the resolution calls for a specific action or program, the resolution must clearly state a practicable desired or proposed timetable. Implementation of such an action or program will be guided by availability of staff, volunteers, and financial resources.
h. If the resolution has financial or liability implications for the Association, an estimate of costs should be included.
i. Each resolution must be submitted by a qualified member of the Association as specified above and must indicate the initiating individual or entity.
j. Each resolution must include a title, the Whereas clause(s), and the Resolved clause(s) in the resolution itself. The actual resolution should be written as a stand-alone document, preferably not more than a single page in length. Additional information, such as the author/sponsor, reference material, existing policy, time frame, and financial impact should be provided.
V. How to Submit a Resolution
All substantive member resolutions require the signatures of 50 voting members of the Association. Submit member resolutions to the GCC along with the completed Member Resolution Submission Form and any supporting documentation. In general, resolutions should be submitted as early as possible to allow for review by the GCC and publication to the membership. To be placed on the agenda for the Annual Meeting of Voting Members, substantive resolutions must be received by the GCC no later than 120 days prior to the Annual Meeting of Voting Members.
Non-substantive resolutions (not substantive resolutions) must be submitted to the GCC not less than 120 days prior to the Annual Meeting of Voting Members. No resolutions may be submitted from the floor during the Annual Meeting of Voting Members. There are two deadlines for submitting a substantive resolution:
- Submission with revision option – 180 days prior to the Annual Meeting of Voting Members, signatures of voting members not required until Deadline 2.
- Submission with no revision – 120 days prior to the Annual Meeting of Voting Members, signatures of voting members required.
Member Resolutions submitted by Deadline 1 will be reviewed by the GCC as to format, content, relevance and scope as indicated in the above guidelines within 30 days, allowing members to collect signatures for formal submission. If a resolution does not meet these guidelines, it will be returned to the person who submitted it with a request that the resolution be redrafted to comply and with suggestions to assist with the redrafting. Any redrafting must be submitted by Deadline 2 along with the necessary signatures.
Member Resolutions submitted by Deadline 2 with the appropriate signatures will also be reviewed by the GCC as to format, content, relevance and scope as indicated in the above guidelines prior to Deadline 2. If a resolution does not meet these guidelines, it will be returned to the person who submitted it and will not be admitted to consideration for the current Annual Meeting of Voting Members. It may be redrafted and resubmitted for consideration at the following year’s Annual Meeting of Voting Members.
In case of non-compliant resolutions, the GCC will prepare a brief statement indicating how the final version of the proposed member resolution does not meet the guidelines and provide it to the mover of the resolution. In case of compliant resolutions, the GCC will forward the resolution to the ATA President for and the Executive Director for review as discussed in Section VI.
VI. Review of Resolutions by the GCC and the Board of Directors
The GCC shall be responsible for reviewing member resolutions submitted by ATA members to ensure that the resolution complies with these guidelines. Resolutions that comply with the guidelines will be forwarded to the ATA President and Executive Director for possible legal review and review by the Board of Directors. Resolutions that are not accepted will be returned according to the procedure described above in Section III.
All substantive resolutions that comply with the criteria and guidelines and are forwarded by the GCC will be reviewed by ATA’s President and Executive Director. They may also be subject to review by legal counsel to ensure that they comply with all applicable laws and are otherwise consistent with ATA’s bylaws and mission. If legal counsel determines that changes in wording are necessary to comply with all applicable laws and to be consistent with ATA’s bylaws and mission, the GCC will ask the mover of the resolution if they are willing to make the necessary changes. If the mover of the resolution rejects the changes, the proposed resolution will NOT proceed to a vote at the Annual Meeting of Voting Members.
All substantive resolutions forwarded by the GCC and passing legal review shall be reviewed by the Board of Directors. The Board of Directors retains the right to determine the timing of the presentation of such resolutions to the membership. This is particularly the case if the Board of Directors believes that the subject of the resolution is of such a serious nature or is such a significant departure from existing policy or procedures that the subject therefore requires substantial discussion and debate among the membership. In this case, the Board may postpone submission of the resolution to the next subsequent Annual Meeting of Voting Members to allow sufficient time for such debate.
Member Resolutions reviewed by the Board of Directors will be announced by the President in electronic form and/or printed publication. The announcement will include the text of or a link to the resolution and any materials submitted in support or opposition. At its discretion, the Board may include a recommendation for or against a resolution when presenting the resolution.
VII. Consideration of a Member Resolution at the Annual Meeting of Voting Members
All Board-approved member resolutions will be included on the ballot for voting at the Annual Meeting of Voting Members. Resolutions may not be amended from the floor. Resolutions require approval by a simple majority of those voting in person or by proxy at the Annual Meeting of Voting Members at which a quorum is present. The exception to this is where the substantive member resolution concerns an amendment to the bylaws, for which Article XV (a) shall apply requiring a two-thirds majority.
Following presentation of a substantive member resolution at the Annual Meeting of Voting Members, the chair of the meeting will determine the amount of time allotted for members present to discuss the resolution before proceeding to a vote.
Substantive resolutions that are adopted will be reflected in ATA policy or the ATA bylaws as indicated in the wording of the adopted resolutions. Non-substantive resolutions that are adopted will be published through ATA’s publication channels.
Approved by the Board of Directors, August 1, 2020