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Making a motion of censure at the next meeting of a board


Guest Jim

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Dear Forum,

I am interested in the proper procedure for pursuing a motion of censure at the board meeting which *follows* the one in which statements (to the point of allegations) had been made.

Under fire was business (actions) taken outside of board meetings. Some statements in the last board meeting fell short of outright allegations, as these were issued under a veil of multitudinous confusion (roughly "I cannothelp but think there must be some conflict of interest in the manner in which these directors have conducted themselves") yet despite other statements going so far as to contend improper communication through the media,and "undermining" and even"sabotaging the board's 2013 annual strategic plan", there was neither a board decision to appoint a committee to investigate the allegations, nor any call for retraction of the allegations.

A majority of the board, including its chair, may have been unfamiliar and uncomfortable with how such allegations needed to be handled.

Had it been a situation where a few directors had simply shown a lack of decorum, and had allowed themselves unduly emotional language attacking the ideas or proposals but not their makers, and had it been aboutbusiness that would be moot to again come before the board, I could understand how there would be little value to seek after-the-fact accountability for what had been uttered. However,

  • these statements went beyond being ill tempered or indecorate, to construe conduct outside meetings as having been (and remaining) contrary to the best interests of the society, and – if followed to their conclusion – contend unfitness to continue to serve in office as a director, and
  • the statements were made in front of guests, and not in executive session, thus with attendant risk of injury to reputation outside the society

The allegations appear to have been fed by those directors who object to the subset of us who desire – among other changes – to reduce the number of directors (paid $1100 per day to attend board meetings) from 38to 10 + chair + 4 non-voting, which provision for amendments our bylaws permit any two members in good standing to make.

The allegations also referenced our having pre-announced our bylaws amendment proposals in our professional journal. We did this because, last year, when we had proposed term limits, the board affixed, to each mailed ballot, a memodeclaring the board's unanimous opposition to term limits (some of us were not then directors) while refusing us, the proposers, to include with the ballot our reasons as to why we believed term limits were a good idea.

Would it be in order, at the next meeting, for any directortoraise a point of order with respect to the remarks that are at issue, expressing the view

  • that the allegations were of a kind that would be out of order to have been made without being acted upon, and
  • that it be incumbent on the board to either
    • appoint a committee to investigate the allegations, or (if there will be no investigation, on account of reluctance of those who made the allegations, and others on the board, to proceed) to
    • concede as in order, despite that a majority of the board might oppose it, a motion of censure against those who had made such allegations together with those who permit these to stand while refusing to grant the accused the right of investigation

My purpose would be to have captured, in the minutes, motions that (1) an investigative committee be appointed, and likely (2) a motion of censure, and that (3) the votes by taken by roll call (or signed ballot), so that even if these fail, they will be on record for later consideration by the larger membership.

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Would it be in order, at the next meeting, for any directortoraise a point of order with respect to the remarks that are at issue, expressing the view

  • that the allegations were of a kind that would be out of order to have been made without being acted upon, and
  • that it be incumbent on the board to either
    • appoint a committee to investigate the allegations, or (if there will be no investigation, on account of reluctance of those who made the allegations, and others on the board, to proceed) to
    • concede as in order, despite that a majority of the board might oppose it, a motion of censure against those who had made such allegations together with those who permit these to stand while refusing to grant the accused the right of investigation

My purpose would be to have captured, in the minutes, motions that (1) an investigative committee be appointed, and likely (2) a motion of censure, and that (3) the votes by taken by roll call (or signed ballot), so that even if these fail, they will be on record for later consideration by the larger membership.

First, it is far to late to raise a point of order regarding decorum in debate at the previous meeting.

You could, in theory, move that an investigating committee be formed to investigate the appropriateness or the remarks or the substance, i.e. what the speaker was alluding to in debate. That assumes that the board would have the power to discipline members.

You could proposes a main motion "That ______ be censured for his comments in debate at the meeting of ... ." Such is not discipline, is a main motion, and is fully amendable and debatable (see p. 643, fn.).

These actions may not be advisable.

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... These actions may not be advisable.

I expect this is from the point of view (1) that to propose one's own investigation risks to walk into a lion's den, and (2) that to propose the censure of a member of a board for comments with which some, and perhaps many, directors risk to agree stands to accentuate any polarizations that may exist within the board, and to make it difficult to conduct related (and even other) business.

If the inadvisability is on some further basis, I am very open for such to be pointed out.

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I expect this is from the point of view (1) that to propose one's own investigation risks to walk into a lion's den, and (2) that to propose the censure of a member of a board for comments with which some, and perhaps many, directors risk to agree stands to accentuate any polarizations that may exist within the board, and to make it difficult to conduct related (and even other) business.

If the inadvisability is on some further basis, I am very open for such to be pointed out.

Actually, there would be less risk, politically, in calling for your own investigation; at some points in time, in the military, it was considered a matter of honor to be court-marshaled and cleared . It would be in order to do so.

Since a motion to censure is amendable, it could be amended into one commending the other member's remarks. :)

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... Since a motion to censure is amendable, it could be amended into one commending the other member's remarks.

Thank you for reminding me of this provision, which appears on RONR p. 137 ll 20-29, and with which I am having a hard time. It has the consequence of creating, in the minutes, the appearance that the mover moved something which was, in the end, the opposite of their original motion. Am I correct that if I would move

"That ______ be censured for his comments ..."

and if, following amendment, the majority adopted a resolution

"That ______ be commended for his comments ..."

it would be considered in order for the minutes to make no reference to the original motion having been one of censure, and to reflect only

Guest_Jim moved a resolution in respect to comments made by a director at the board meeting of [date] which, after debate and amendment, was adopted as follows: "Resolved, That ______ be commended for his comments in respect to the undermining and sabotage of the board's strategic plan by directors proposing bylaws changes in their capacity as members"

and that I would have no power to require that the minutes reflect that

Guest_Jim moved a resolution of censure in respect to …
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It is late, but I think this would be the situation.

You: I move that ______ be censured for his comments in debate at the meeting of ... .

At some point during consideration another member: I move to strike out "censure" and insert "commend."

That amendment is adopted.

The minutes would read:

Jim moved a motion which, after debate and amendment, was adopted as follows "That ______ be commended for his comments in debate at the meeting of ... ."

Not much good there.

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. . . at some points in time, in the military, it was considered a matter of honor to be court-marshaled and cleared

I believe that should be court-martialed (though, oddly enough, "court-marshal" wins the Google Fight, no doubt due, at least in part, to the unfortunate fact that there is a position known as the Court Marshal).

efe98J

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