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Censure - by the board of directors

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Our Board of Directors wants to censure a member for smearing other members. He did this in writing, so the evidence is clear.

 

However, the Board wonders if it has the authority to do so, or if this can only be done at a meeting of all members (or, more specifically, at a trial approved by a motion made at a meeting of all members).

 

The constitution empowers the Board to expulse a member, but says nothing about censure. The constitution does specify that we use Robert's Rules of Orders ("insofar as they may apply").

 

The article of the constitution about the Board of Directors starts with "The business of the Society shall be conducted by a Board of Directors (...)". There is a paragraph that says "During the intervals between meetings of the Board of Directors, the Executive Committee shall possess, and may exercise, all the powers of the Board of Directors in the management and direction of the affairs of the Society." This is not terribly relevant (but I thought I'd still mention it) since this action is being undertaken by the Board of Directors, not the Executive Committee.

 

I'm guessing the answer lies in whether "business of the Society" includes censuring a member (or deciding to hold a trial).

 

Thanks in advance for your help.

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A motion of censure simply expresses an opinion of the assembly that adopted it, and is treated as main motion.  Since it's not punishment I can't see why the board can't adopt one.

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A motion of censure simply expresses an opinion of the assembly that adopted it, and is treated as main motion.  Since it's not punishment I can't see why the board can't adopt one.

 

Would that mean he's been censured by the Board of Directors, but not by the organization itself? Note that he is not on the Board of Directors himself.

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Based on your quote from the bylaws, I think he can be censured by the general membership, the board, or the executive committee.  Since the board and the executive committee are both authorized to act on behalf of the society, I believe the adoption of such a motion of censure would be the act of the society, but the motion could state specifically that "The Executive Committee" or "The Board of Directors" "hereby censures Member Smith for his statements", etc.

 

Edited again to add:  A trial is not necessary to adopt a motion of censure.  As Mr. Mervosh pointed out, it is a main motion and is treated just like all other main motions.   RONR pages 125 & 137.

 

Edited once again to add:  Although a motion of censure can be adopted as an ordinary main motion as stated above, it can also be imposed as a result of formal disciplinary proceedings  RONR pp. 643 & 668

Edited by Richard Brown

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Since the board and the executive committee are both authorized to act on behalf of the society, I believe the adoption of such a motion of censure would be the act of the society . . .

In this instance I'm not so sure. If the board decides to buy a new barbecue grill for the clubhouse then the society can be considered to have bought the grill. But if the board expresses an opinion (e.g. adopts a motion of censure) I think that can only be considered the opinion of the board, not the opinion of the general membership.

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In this instance I'm not so sure. If the board decides to buy a new barbecue grill for the clubhouse then the society can be considered to have bought the grill. But if the board expresses an opinion (e.g. adopts a motion of censure) I think that can only be considered the opinion of the board, not the opinion of the general membership.

I share your concern, but I'm inclined to believe that the action of the board or the executive committee is the action of the society unless the board or executive committee states explicitly in the resolution words to the effect that "The Board of Directors (or The Executive Committee) hereby censures Member Smith for his statements."

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I share your concern, but I'm inclined to believe that the action of the board or the executive committee is the action of the society unless the board or executive committee states explicitly in the resolution words to the effect that "The Board of Directors (or The Executive Committee) hereby censures Member Smith for his statements."

 

But it's not an "action" in the sense that something, other than the adoption of the motion, was ordered to happen (such as the purchase of a grill). And the society is unable to rescind the motion since the "action" has already been completed (i.e. the motion has been adopted).

 

So, if the qualifying language you suggest is absent, do you think the board could adopt a motion of censure and properly announce that the society has censured Mr. Green?

 

Hmm. Maybe it could. As long as it doesn't announce that the society adopted a motion to censure Mr. Green. Or do you think that would be okay too?

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I'm guessing the answer lies in whether "business of the Society" includes censuring a member (or deciding to hold a trial).

Censuring a member does not necessarily require a trial. In my opinion, the board may censure a member, but it may not conduct formal disciplinary procedures unless specifically authorized to do so by the society or its rules.

Would that mean he's been censured by the Board of Directors, but not by the organization itself? Note that he is not on the Board of Directors himself.

From a parliamentary perspective, if the board is authorized to act for the society between its meetings, the action of the Board of Directors is the act of the organization.

As a practical matter, however, a censure only carries as much weight as people perceive it to have, and in most cases, I would imagine that people would perceive a censure adopted by the board to carry less weight than one adopted by the full membership.

But it's not an "action" in the sense that something, other than the adoption of the motion, was ordered to happen (such as the purchase of a grill). And the society is unable to rescind the motion since the "action" has already been completed (i.e. the motion has been adopted).

So, if the qualifying language you suggest is absent, do you think the board could adopt a motion of censure and properly announce that the society has censured Mr. Green?

Hmm. Maybe it could. As long as it doesn't announce that the society adopted a motion to censure Mr. Green. Or do you think that would be okay too?

The adoption of a motion is an action, at least in the parliamentary sense, even if that motion does nothing more than express an opinion. In such a case, the motion has continuing force and effect until it is rescinded. If a board is authorized to act in the name of the society between meetings and it adopts a motion expressing an opinion, this is understood to be the position of the society, unless and until the motion is rescinded or amended.

So in this particular situation, yes, the board may properly announce that the society has censured Mr. Green. I think it would even be correct to say that the society adopted a motion to censure Mr. Green, although that could potentially be misleading. So long as the board doesn't suggest that the general membership censured Mr. Green, I believe the statements are technically accurate.

In the case of a motion to censure, however, I don't think these technicalities matter as much as people's perceptions.

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The adoption of a motion is an action, at least in the parliamentary sense, even if that motion does nothing more than express an opinion. In such a case, the motion has continuing force and effect until it is rescinded.

 

I'm not sure how a motion to censure has "continuing force". It simply expresses the opinion of the society at a given point in time.

 

And I'm not sure how you can "uncensure" someone (i.e. rescind the motion). Is the society saying, "In March we didn't like the job this guy was doing but now it's April and we think he was doing a good job in March".

 

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I'm not sure how a motion to censure has "continuing force". It simply expresses the opinion of the society at a given point in time.

 

And I'm not sure how you can "uncensure" someone (i.e. rescind the motion). Is the society saying, "In March we didn't like the job this guy was doing but now it's April and we think he was doing a good job in March".

 

 

The assembly would continue to hold the same opinion, until subject to R/ASPA is applied.  I am aware of several instances where censure of this type has been rescinded.

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Thanks for all the replies.

 

It was indicated that the assembly could rescind the Board's motion to censure.

 

As a general rule, if the assembly wants to rescind a motion adopted by the Board of Directors, is a simple majority sufficient? Where is this addressed in the Robert's Rules?

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Thanks for all the replies.

 

It was indicated that the assembly could rescind the Board's motion to censure.

 

As a general rule, if the assembly wants to rescind a motion adopted by the Board of Directors, is a simple majority sufficient? Where is this addressed in the Robert's Rules?

 

The vote required to rescind or amend something previously adopted is set forth in RONR, 11th ed., on page 306, line 24 to page 307, line 12. Note the sentence on page 306, lines 31-34.

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As a general rule, if the assembly wants to rescind a motion adopted by the Board of Directors, is a simple majority sufficient?

A motion to Rescind generally requires a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice.

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