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Out of Line Directors


Guest Padraig

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In our recent general membership meeting of our nonprofit yesterday, two Board members--one of them the Presiding Officer--nearly came to blows because of a very controversial issue regarding funds. It was a very tense, embarrassing and awkward moment but cooler heads prevailed and the rest of the meeting proceeded without any more incident. Can I as a member of this Board, make a motion to reprimand these two members at our next Board Meeting that will occur in a few days? What penalties can we impose? Can I make another motion to warn the entire Board (including myself) that any such future behavior by any member will be dealt with more severely?

Thank you in advance for your thoughts on this.

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Subject to the authority the bylaws give the Board to discipline their own you all have options ranging from censuring the Board members in question (which carries no punishment power besides the mindset of the Board at the time the vote was taken) to removing the President from office while keeping him on the Board (assuming the bylaws don't make the President an ex officio Board member) to removing them from the Board to expelling them from membership. First look to the bylaws to determine what they say on the subject of discipline and if they are silent on the subject see RONR Chapter XX.

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In our recent general membership meeting of our nonprofit yesterday, two Board members--one of them the Presiding Officer--nearly came to blows because of a very controversial issue regarding funds. It was a very tense, embarrassing and awkward moment but cooler heads prevailed and the rest of the meeting proceeded without any more incident. Can I as a member of this Board, make a motion to reprimand these two members at our next Board Meeting that will occur in a few days? What penalties can we impose? Can I make another motion to warn the entire Board (including myself) that any such future behavior by any member will be dealt with more severely?

Thank you in advance for your thoughts on this.

RONR gives the board very little power to discipline and no power to impose a penalty for the situation you describe. This will have to be handled by the assembly of the organization (a meeting of the general membership), unless your specific rules say otherwise.

See RONR (11th ed.), p. 486, ll. 19-25.

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Is a motion to warn them or a motion to ask them to apologize to the Board an option?

I suppose so, but the warning would be a bit of a paper tiger unless your Bylaws give the board the authority to discipline its own members. Likewise, the board could adopt a motion asking the members to apologize, but if the member refuses to do so, there's nothing the board could do about it unless the Bylaws grant the board the authority to discipline its members. A reprimand is essentially a form of the motion to censure, which is not necessarily disciplinary in nature, so you could do that, but that's pretty much the extent of it.

These are also options for the general membership, and that body has considerably more authority to back it up with harsher penalties, if needed.

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So, how would the assembly know who they were reprimanding then?

The motion could include details about the reasons for why the members are being reprimanded. In most cases, it should be simple enough to word the motion in such a way that it is obvious to the assembly who the motion is referring to, even though the members' names are not used.

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