Censure of board member

[Guest Bev Dq]

We have a board member who has signed our Code of Ethics. But he is still talking about board business outside of the board room.

How do we properly censure him? Please & Thanks

 

 

 

[Thomas Ralph]

Do you hold your board meetings in Executive Session? If so, you can bring disciplinary proceedings (see the last chapter of RONR) against the board member.

 

Not knowing the contents of your "Code of Ethics", I cannot tell whether it prohibits anything.

[Guest Edgar]

How do we properly censure him? 

 

Adopt a motion that says you don't like what he's doing. See also FAQ #7.

[Guest Bev Dq]

Here is the item in question.   

 

 

Confidentiality – I will not disclose to any person (including my spouse) information decided by the Board to be confidential or privileged or which

reasonably ought to be deemed confidential. When in doubt, I will request determination by a resolution of the Board.

 

Thanks for the fast replies.

[Rev Ed]

Censuring would be up to the organization.  As for disciplining in general, read Chapter XX of RONR 11th edition or the By-law of the organization dealing with reprimanding a member.

 

Otherwise, for a censure, a motion "That John Smith shall not disclose confidential information outside a Board meeting."

[Gary Novosielski]

 

Here is the item in question.   

 

 

Confidentiality – I will not disclose to any person (including my spouse) information decided by the Board to be confidential or privileged or which

reasonably ought to be deemed confidential. When in doubt, I will request determination by a resolution of the Board.

 

Thanks for the fast replies.

 

 

I guess the answer depends on whether he leaked information decided by the board to be confidential, or whether his idea of what reasonably ought to be deemed confidential is the same as you, I, or some other presumably reasonable individual might think.

 

In other words, that's a pretty hazy rule. And a pretty broad one.  How far does the board's power extend?  If the board decided that the current population of Hawaii was confidential, would a member be allowed to discuss it?

 

The proper way for a board to declare its discussions confidential is to go into executive session, or to have a rule that all board meetings are held in executive session.  Does your board do that? 

 

As for what's reasonable, that's going to be up for debate every time.  If there are certain classes of business that are likely to be confidential you should probably spell them out in your bylaws, rather than expecting all "reasonable" people to agree all the time.  They won't. 

 

And if he's pretty sure he's being reasonable (i.e., not "in doubt") then he has no responsibility to check with the board.

 

That rule would be a hard one to enforce, but you can certainly move to censure him, and he'd get the idea that most of the board disapproved of his behavior.

[Thomas Ralph]

I suppose the question really comes down to what do you want to be the outcome of this. Do you want to remind the guy not to discuss confidential information? Do you want him off the board? And do you think he might not even have realized that the information in question was confidential?

[Josh Martin]

Otherwise, for a censure, a motion "That John Smith shall not disclose confidential information outside a Board meeting."

 

This is not a motion of censure. Such a motion might say something like "To censure John Smith" or possibly "To censure John Smith for disclosing confidential information outside of a board meeting."

[Guest Edgar]

This is not a motion of censure.

I agree. I think such a motion crosses the line into disciplinary procedure.

 

Such a motion might say something like "To censure John Smith" or possibly

"To censure John Smith for disclosing confidential information outside of a board meeting."

Though I don't think we should suggest that a motion to censure must include the word "censure".

[J. J.]

I agree. I think such a motion crosses the line into disciplinary procedure.

 

Though I don't think we should suggest that a motion to censure must include the word "censure".

 

 

I think it can use the word "censure," and would not cross into disciplinary action (p. 643, fn.).

[Guest Edgar]

I think it can use the word "censure," and would not cross into disciplinary action (p. 643, fn.).

 

Of course. But that's the converse of what I said.

[Josh Martin]

I agree. I think such a motion crosses the line into disciplinary procedure.

 

Reiterating that a member needs to follow the rules that apply to all other members is disciplinary?

 

It seems to me that such a motion should be ruled out of order since it simply reaffirms an existing rule.

 

Though I don't think we should suggest that a motion to censure must include the word "censure".

 

No, but if not, it should include something else to convey the same meaning.

[Guest Edgar]

Reiterating that a member needs to follow the rules that apply to all other members is disciplinary?

 

I was focusing on the fact that it was directed to a particular member and proscribed his future behavior: "That John Smith shall not disclose confidential information outside a Board meeting". That strikes me as "disciplinary". I suspect John Smith might agree. But I'm not losing any sleep on this one.

[Gary Novosielski]

I was focusing on the fact that it was directed to a particular member and proscribed his future behavior: "That John Smith shall not disclose confidential information outside a Board meeting". That strikes me as "disciplinary". I suspect John Smith might agree. But I'm not losing any sleep on this one.

But everyone, not just Mr. S., is prohibited from disclosing confidential information, according to a previously adopted rule.  Does that mean the entire membership was "disciplined" in advance?  I agree that this motion would be out of order because it accomplishes nothing except reaffirming an existing rule for one person.  Even if it passed, nothing would change, and all members would still be prohibited from leaking info, including J.S.

 

If the desire is to censure Mr. S. for past behavior, then the motion should say so.  It does not have to use the word censure, but it certainly should express displeasure with Mr. S's past actions which violate the rules.

[Thomas Ralph]

I agree with Mr. Novosielski. If the assembly is somehow pathologically predisposed against using the word "censure", I am sure it can come up with a tolerable variation on the term, such as "Resolved; that the Board expresses its disappointment in Mr. Smith's disclosure that at the last board meeting we decided to have pink carnations in our buttonholes".

[Gary c Tesser]

I agree with Mr. Novosielski. If the assembly is somehow pathologically predisposed against using the word "censure", I am sure it can come up with a tolerable variation on the term, such as "Resolved; that the Board expresses its disappointment in Mr. Smith's disclosure that at the last board meeting we decided to have pink carnations in our buttonholes".

 

Mock not.  Suppose the matter disclosed was that "button" was a euphemism?

[Guest Bev Dq]

The following is what we plan to say!!

 

 

Point of order please.

I want to make a motion.

I move that Mr. Conti be censured for not abiding to a Directors’ Code of ethics and breaking confidentiality by consorting with Mr. Keys to jeopardize the Board’s negotiated Reserve Fund Study.

 

[Thomas Ralph]

Skip the first two sentences. This is not a Point of Order and you don't need to say "I want to make a motion" once you have obtained the floor.

And I'm not sure about the "jeopardizing" bit either.

[Guest Bev Dq]

Ok thanks.