Guest guest Posted February 25, 2013 at 08:27 PM Report Share Posted February 25, 2013 at 08:27 PM we have a board member who defied a dirct order from the president and is now proposing a by law based on the information she recieved as a result of that action. Our by laws and policies and procedures do not have a provision for this and we are therefore unsure what we can do about this action? Is it possible to censure or otherwise reprimand? Link to comment Share on other sites More sharing options...
sMargaret Posted February 25, 2013 at 08:31 PM Report Share Posted February 25, 2013 at 08:31 PM we have a board member who defied a dirct order from the presidentDo your bylaws actually give your President the power to give orders to members? Link to comment Share on other sites More sharing options...
Guest guest Posted February 25, 2013 at 08:38 PM Report Share Posted February 25, 2013 at 08:38 PM perhaps calling it an order is not the best. The board discussed an issue and agreed not to proceed. The board member in question said she was going to do it anyway and the president told her not to move forward. She did and is now proposing a bylaw based on this information. Link to comment Share on other sites More sharing options...
Guest Edgar Posted February 25, 2013 at 08:41 PM Report Share Posted February 25, 2013 at 08:41 PM . . . the president told her not to move forward.Does your president have the authority tell members not to move forward? Is this some sort of dance club? Link to comment Share on other sites More sharing options...
Guest guest Posted February 25, 2013 at 08:50 PM Report Share Posted February 25, 2013 at 08:50 PM I think my explanation was pretty clear. She was told to abide by the board's decision on this issue, she refused and acted on her own. Link to comment Share on other sites More sharing options...
Chris Harrison Posted February 25, 2013 at 09:00 PM Report Share Posted February 25, 2013 at 09:00 PM The Board (and President) may not want her to proceed but unless the bylaws give the Board exclusive authority over this matter they are not the final word (the General Membership is). See Official Interpretation 2006-13. Link to comment Share on other sites More sharing options...
sMargaret Posted February 25, 2013 at 09:04 PM Report Share Posted February 25, 2013 at 09:04 PM Did the board make a formal decision both not to pursue this matter, what ever it is, and also forbid all members from ever bringing it up again?(Guest, I'm finding the situation somewhat unclear, actually. Can you refer to the actual issue, or an approximation of the issue?) Link to comment Share on other sites More sharing options...
Guest guest Posted February 25, 2013 at 09:12 PM Report Share Posted February 25, 2013 at 09:12 PM yes. The board member interpreted a bylaw in a very specific way and brought it up to the board. The board discussed it and all disagreed with the member in question. She said she would hire an attorney to interpret this issue and was told by the board that we did not want to hire an attorney because we felt it was clear. she said she was going to do it anyway and the president told her to abide by what the board decided and to not consult an attorney. She went ahead and contacted the lawyer and used the information to propose a new bylaw. This kind of behavior is not new for this member. Link to comment Share on other sites More sharing options...
rthib Posted February 25, 2013 at 09:13 PM Report Share Posted February 25, 2013 at 09:13 PM Did the board agree not to proceed or did they not agree to proceed?For instance, Someone thought it might be a good idea to stockpile twinkies before the zombie Apocalypse.a) Someone made a motion to stockpile twinkies and it failed. You failed to agree to proceed. Someone made a motion that you should not stockpile twinkies - That is a motion to not proceed.So did you pass a motion Not to Proceed? Link to comment Share on other sites More sharing options...
Guest Guest Posted February 25, 2013 at 09:17 PM Report Share Posted February 25, 2013 at 09:17 PM the board agreed NOT to proceed Link to comment Share on other sites More sharing options...
Guest Edgar Posted February 25, 2013 at 09:21 PM Report Share Posted February 25, 2013 at 09:21 PM This kind of behavior is not new for this member.To get back to your original question, "Is it possible to censure or otherwise reprimand?", censure away to your heart's content. Link to comment Share on other sites More sharing options...
Chris Harrison Posted February 25, 2013 at 09:25 PM Report Share Posted February 25, 2013 at 09:25 PM Who has the authority to amend the bylaws? That body would be the proper one to do any interpreting. Link to comment Share on other sites More sharing options...
sMargaret Posted February 25, 2013 at 09:38 PM Report Share Posted February 25, 2013 at 09:38 PM yes. The board member interpreted a bylaw in a very specific way and brought it up to the board. The board discussed it and all disagreed with the member in question. She said she would hire an attorney to interpret this issue and was told by the board that we did not want to hire an attorney because we felt it was clear. she said she was going to do it anyway and the president told her to abide by what the board decided and to not consult an attorney. She went ahead and contacted the lawyer and used the information to propose a new bylaw. This kind of behavior is not new for this member.Who is paying for the attorney?The board passed a motion to not have the board hire an attorney.A board member hired an attorney herself (or has she had the bill sent to the board?).Having a board chair forbid another member from seeking legal advice seems - not a good idea, shall we say.If the bill is being sent to the board, then sure - censure away. If you're trying to forbid someone from hiring an attorney themselves, to get information to propose a bylaw amendment, then - urgh, don't do that. Link to comment Share on other sites More sharing options...
Guest John Posted February 26, 2013 at 01:15 AM Report Share Posted February 26, 2013 at 01:15 AM Guest,It seems you have a few things confused and may be trying to enforce (dictate) an agenda not within your purvue. From what you describe, as best I can interpret, your actions (and the President's actions if that individual is not you) sound "out of order" -- not those of the member you describe:1) Any individual can seek legal counsel--as an individual or as an individual on the Board. (That is not the same as engaging an attorney to represent the Board.) To punish (including censure) this individual for seeking legal advice may bring consequences to you (and the Board) that you may find regretable.2) To have legal input should not be a detriment, or harmful, btw. If the lawyer acts badly, report him to the Bar Association--but that's a highly unlikely scenario.3) If the member sought legal advice which caused her to make a suggestion for a bylaw change, why be so fearful in entertaining (listening to and debating) the proposed amendment? If it is a good idea and wins the Board's favor, presumably it would be approved. If the Board rejects it (by a vote) after hearing it and debating it, the issue is dispatched. Considering ideas and deciding commensurate action is the very idea of a Board and parliamentary procedure. It sounds to me like you are suggesting members should not think, propose motions, debate, or vote unless you approve. If you're President, you are out of line, my friend, and may be better off resigning.Wait for others to give you citations . . . Link to comment Share on other sites More sharing options...
Josh Martin Posted February 26, 2013 at 01:46 AM Report Share Posted February 26, 2013 at 01:46 AM we have a board member who defied a dirct order from the president and is now proposing a by law based on the information she recieved as a result of that action. Our by laws and policies and procedures do not have a provision for this and we are therefore unsure what we can do about this action? Is it possible to censure or otherwise reprimand?The board is free to censure the member. This is a main motion, requires a second, is debatable and amendable, and requires a majority vote for adoption. This expresses the board's disapproval of the member's actions. If you're looking for something more serious, see FAQ #20.Whether it is appropriate or wise to discipline the member is another question entirely. Based on the facts presented, I'm inclined to agree with the other responses on that question, but the organization will have a fuller understanding of the facts and will have to make its own decision.3) If the member sought legal advice which caused her to make a suggestion for a bylaw change, why be so fearful in entertaining (listening to and debating) the proposed amendment? If it is a good idea and wins the Board's favor, presumably it would be approved. If the Board rejects it (by a vote) after hearing it and debating it, the issue is dispatched. Considering ideas and deciding commensurate action is the very idea of a Board and parliamentary procedure. It sounds to me like you are suggesting members should not think, propose motions, debate, or vote unless you approve. If you're President, you are out of line, my friend, and may be better off resigning.Wait for others to give you citations . . .The first two items are beyond the scope of RONR, but I think there is a citation for this last point - RONR, 11th ed., pg. 2, lines 1-3, 9-10. Link to comment Share on other sites More sharing options...
rthib Posted February 26, 2013 at 02:23 AM Report Share Posted February 26, 2013 at 02:23 AM As a member, I would ignore a request to not seek legal council on my own (if I am paying for it and it is outside of the meeting, attorney client privilege would cover any privacy concerns)I would view it same as a motion that a member is not allowed to look at a copy of Robert's Rules - something that is dangerously close to violating my basic member rights to be fully informed.That said, when the member comes back with the advice they got from the lawyer, the rest of the members are more than welcome to ignore her and the advice.Just the same as any other debate a member may bring any information they want and the other members may ignoreBut as other have said, I would be very concerned from a legal standpoint about telling a member they may not seek legal council. Link to comment Share on other sites More sharing options...
Guest John Posted February 26, 2013 at 05:41 AM Report Share Posted February 26, 2013 at 05:41 AM Guest,Another point of view that you may consider (which is frankly, also outside the scope of this forum) is the potential benefit to the Board that a member may bring in her willingness to diligently pursue good information, including legal advice at her own time and expense, for the benefit of the entire Board. I can't imagine why a reasonable person would be unwilling to hear out and give due consideration to the information presented.Contrast reasonable consideration with a controlling President and Board who deny members the right to be heard, the right to be informed, and even attempting to control their behavior outside Board sessions which raises a red flag.If the Board is unknowingly acting in a manner that is not in the best interest of the organization, the member's diligence may pay off.If the Board is deliberately acting in a manner that is not in the best interest of the organization, then ... the member's diligence may pay off. Link to comment Share on other sites More sharing options...
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