BLINDSIDING, AMBUSH- ILLEGAL OR JUST BAD MANNERS?

[star1441]

The COO had a complaint about a member.

COO did not place the matter on the Board's agenda [which is distributed some days before the meeting].

The COO did not tell the member [who happens to be on the Board] that the matter will be put on the agneda for immediate discussion.

The matter was introduced as the last item of the day [after the prepared agenda items ended].

The COO placed in front of the Board members a 15 page document he has prepared but held hidden until the last moment.

And then he asked the Board to discuss.

Naturally chaos ensued.

QUESTION:

This ambush tactic is obviously bad management.

But is such blindsiding just bad manners, or is it a violation of rules of order.?

 

Thanks

 

Yoram

 

[Chris Harrison]

Maybe.  Did the COO want the Board to take some action off of this 15 page document or was it strictly to cause chaos with no other requested action?

[Tim Wynn]

2 hours ago, star1441 said:

The COO had a complaint about a member.

 

What does this mean? Are you saying the COO, as a function of his position, received a complain about a member and, also as a function of his position, presented the complaint to the board? Or are you saying this COO drafted a fifteen-page complaint to expound his personal grievances against a member? RONR would have a thing or two to say about the latter, but I'll wait for more information before I start citing. 

[star1441]

Hello Tim-

There is friction between the COO and the Board member.

B-M questioned COO decisions and actions in some matters, and consulted each time with RONR Forum.

He shared some responses, about the most recent matter,  with another person employed by the organization,.

COO maintained that B-M was disrespectful to that person, and that it is also  improper for the B M to post on the RRONR FORUM, [even without revealing the

name of the organization].

COO printed 15 pages of Forum  responses, perhaps as proof of B M's  inappropriate activities.

He presented both the complaint and the print out  [ambush style] to the Board hoping for some censure of B M.

The question is not about " the COO, as a function of his position, received a complain about a member and,

also as a function of his position, presented the complaint to the board? ". But:

"QUESTION:

This ambush tactic is obviously bad management.

But is such blindsiding just bad manners, or is it a violation of rules of order.?" 

 

 

The question is about the manner of do so.

-------

 

[jstackpo]

Is the COO (whatever that may stand for) actually a member of the board?  This would have to be specified in the bylaws.  If not, he has no right to "place" anything before the board.  Only members of the Board have that right.

[Greg Goodwiller, PRP]

Ok. So, assuming the COO (Chief Operating Officer?) is a member of the Board, in the first place, there is no RONR prohibition to presenting an unannounced item of new business in a meeting. Such a limitation would need to be spelled out in your rules. 

Second, we are clearly talking about a disciplinary matter here, regarding "offenses elsewhere than in a meeting," the process for which is outlined beginning at line 18 on pg. 649 in RONR. Basically, it requires that a trial be held - and that due process rights be upheld. So the most that could have been accomplished at the meeting in question is putting the wheels in motion for such a process.

 

[star1441]

The Chief Operating Officer  [COO] is not a member but a hired hand.

Thanks your detailed reply.

It would be a good idea  to "spell out in the rules" that, true emergencies aside,  Gotcha is not effective , not fair, and should be avoided.

While routine matters can be brought up without prior announcement, perhaps personal ,disciplinary matters should not.

 

 

 

[Tim Wynn]

12 hours ago, star1441 said:

. . . hoping for some censure of B M

 

11 hours ago, Greg Goodwiller, PRP said:

So the most that could have been accomplished at the meeting in question is putting the wheels in motion for such a process.

"It is also possible to adopt a motion of censure without formal disciplinary procedures." - RONR (11th ed.), p. 643, footnote

"A motion to ratify can be amended by substituting a motion of censure, and vice versa, when the action involved has been taken by an officer or other representative of the assembly." - RONR (11th ed.), p. 125, ll. 15-18.

The real question is whether this board has the authority to censure its member. It's certainly not clear that it does.  

Edited July 2, 2018 at 01:18 PM by Tim Wynn

[Tim Wynn]

9 hours ago, star1441 said:

It would be a good idea  to "spell out in the rules" that, true emergencies aside,  Gotcha is not effective , not fair, and should be avoided.

 

This statement is many miles away from working as a sound parliamentary principle.  

[Josh Martin]

32 minutes ago, Tim Wynn said:

The real question is whether this board has the authority to censure its member. It's certainly not clear that it does.  

To censure is merely to express the board’s disapproval. I see no reason why the board would not have the authority to adopt such a motion.

32 minutes ago, Tim Wynn said:

"It is also possible to adopt a motion of censure without formal disciplinary procedures." - RONR (11th ed.), p. 643, footnote

Yes, but members have a right to not have charges brought against them except with good cause, and the formal disciplinary procedures exist for this reason as well. It is of course possible to censure a member without formal disciplinary procedures, but depending on what is contained in this 15 page document, those allegations may not have been proper.

It would not be proper, for instance, to censure a member for graft without formal disciplinary procedures. (RONR, 11th ed., pgs. 657-658)

9 hours ago, star1441 said:

It would be a good idea to "spell out in the rules" that, true emergencies aside, Gotcha is not effective , not fair, and should be avoided.

 While routine matters can be brought up without prior announcement, perhaps personal ,disciplinary matters should not.

No, this would be a terrible idea, since this leaves it up to someone’s judgment (the chair?) to determine whether something is a “routine matter” or a “true emergency.” If the assembly disapproves of such “gotcha” tactics, the assembly is free to postpone any motions arising from it, or simply to vote it down. Depending on what exactly was contained in this document, the COO himself could perhaps be subject to discipline.

It should also be noted that while previous notice is not required for disciplinary procedures, there are multiple steps in this process, the first of which is to appoint an investigative committee, and the resolution to form such a committee must avoid specific allegations as much as possible. Indeed, the requirements for formal disciplinary procedures are much more onerous than previous notice requirements. I would read Section 63 of RONR for more details.

If censure is all that is desired, however, it may be possible to avoid formal disciplinary procedures, depending on the nature of the allegations against the member.

Edited July 2, 2018 at 01:49 PM by Josh Martin

[Guest Who's Coming to Dinner]

15 hours ago, star1441 said:

This ambush tactic is obviously bad management.

But is such blindsiding just bad manners, or is it a violation of rules of order.?" 

Since the COO is not a member of the board, he has no rights during a meeting of the board. This would include placing a document before the board and asking them to discuss it. The chair could have refused to recognize the COO or ordered him to sit down and stop speaking. However, the board can suspend the rules and allow a nonmember to participate in limited ways. If no one objected, it may be construed that unanimous consent was given to allow the COO to make the presentation.

Now, as to the content of the document, there is no rule against taking up such new business in a meeting. However, the targeted member could have raised a Point of Personal Privilege if the charges unduly attacked his or her character.

[Gary Novosielski]

3 hours ago, Tim Wynn said:

 

"It is also possible to adopt a motion of censure without formal disciplinary procedures." - RONR (11th ed.), p. 643, footnote

"A motion to ratify can be amended by substituting a motion of censure, and vice versa, when the action involved has been taken by an officer or other representative of the assembly." - RONR (11th ed.), p. 125, ll. 15-18.

The real question is whether this board has the authority to censure its member. It's certainly not clear that it does.  

I think in general RONR would support the notion that any assembly can vote to censure one of its own members.

But if it is the case that most of the board does not approve of the tactic used by the COO, it could adopt a motion of censure against the COO.  After all, the idea that it is improper behavior to seek to educate oneself on parliamentary procedure by posting on the world's premier parliamentary forum is a fairly preposterous notion indeed.  Would the COO have complained if he had evidence that the board member had frequented a library or a bookstore to consult works related to the conduct of meetings?  Shocking.

[Chris Harrison]

18 minutes ago, Gary Novosielski said:

After all, the idea that it is improper behavior to seek to educate oneself on parliamentary procedure by posting on the world's premier parliamentary forum is a fairly preposterous notion indeed. 

I totally agree.  Maybe the COO is upset that this person is educating himself thus making it more difficult for the COO (or anyone else) to run roughshod over the Board and is now trying to put the kibosh on it.  However, (playing Devil's Advocate) who's to say that this person wasn't presenting us a skewed version of what was going on and the COO was taking umbrage to this especially if the person was planning to share these responses to other members in order to further his cause.  Not suggesting this is the case but you know what Dr Phil says?¹

 

¹ "No matter how flat you make a pancake, it’s still got two sides."

 

[Josh Martin]

18 hours ago, star1441 said:

B-M questioned COO decisions and actions in some matters, and consulted each time with RONR Forum.

He shared some responses, about the most recent matter,  with another person employed by the organization,.

COO maintained that B-M was disrespectful to that person, and that it is also  improper for the B M to post on the RRONR FORUM, [even without revealing the

 name of the organization].

COO printed 15 pages of Forum  responses, perhaps as proof of B M's  inappropriate activities.

If this is in fact the extent of the allegations against the member, then I believe the board could proceed to censure the board member without formal disciplinary procedures if it wished to do so. As noted, the board could instead choose to censure the COO.

1 hour ago, Gary Novosielski said:

After all, the idea that it is improper behavior to seek to educate oneself on parliamentary procedure by posting on the world's premier parliamentary forum is a fairly preposterous notion indeed.

No doubt, but it appears that the COO also alleged that the board member was disrespectful to the staff member. I do not think it is preposterous to suggest that this could be a valid basis for discipline, if this claim is correct. It will ultimately be up to the board to decide.

[Tim Wynn]

On 7/2/2018 at 9:39 AM, Josh Martin said:

To censure is merely to express the board’s disapproval. I see no reason why the board would not have the authority to adopt such a motion.

When I say it’s certainly unclear whether the board has the authority to censure its member, I’m indicating that we don’t know all of the pertinent facts, including specific rules of the organization. This, however, has raised a few questions in my mind.

 

Would you consider a subordinate board’s motion to censure to be a) solely on behalf of the board, akin to a board report or a board recommendation, or would you consider it to be b) on behalf of the association, akin to any other motion or resolution the board might adopt on behalf of the association. The board could certainly adopt a recommendation that the assembly reverse a course of action, but it could not adopt a resolution on behalf of the association that conflicted with a motion adopted by the association’s assembly. Also, in my opinion, the association’s assembly could not rescind or amend a board recommendation or a board report.

 

So, if a motion to censure falls into category “a” from above, the association’s assembly could not countermand the board’s censure, and the board could censure a member for doing something that the association’s assembly had instructed the member to do. Furthermore, the board could censure one of its members for something the association had already specifically ratified.  

 

If a motion to censure falls into category “b” from above, the association’s assembly could rescind or amend a board motion to censure. Also, a board could not adopt a motion to censure that conflicted with any action taken by the association’s assembly. 

[Gary Novosielski]

1 hour ago, Tim Wynn said:

Also, in my opinion, the association’s assembly could not rescind or amend a board recommendation or a board report.

I see no reason why, once moved, the assembly could not amend or reject a board recommendation just as they might with one that came from a committee,

[J. J.]

2 hours ago, Tim Wynn said:

When I say it’s certainly unclear whether the board has the authority to censure its member, I’m indicating that we don’t know all of the pertinent facts, including specific rules of the organization. This, however, has raised a few questions in my mind.

 

Would you consider a subordinate board’s motion to censure to be a) solely on behalf of the board, akin to a board report or a board recommendation, or would you consider it to be b) on behalf of the association, akin to any other motion or resolution the board might adopt on behalf of the association. The board could certainly adopt a recommendation that the assembly reverse a course of action, but it could not adopt a resolution on behalf of the association that conflicted with a motion adopted by the association’s assembly. Also, in my opinion, the association’s assembly could not rescind or amend a board recommendation or a board report.

 

So, if a motion to censure falls into category “a” from above, the association’s assembly could not countermand the board’s censure, and the board could censure a member for doing something that the association’s assembly had instructed the member to do. Furthermore, the board could censure one of its members for something the association had already specifically ratified.  

 

If a motion to censure falls into category “b” from above, the association’s assembly could rescind or amend a board motion to censure. Also, a board could not adopt a motion to censure that conflicted with any action taken by the association’s assembly. 

 

I know of no rule that would prevent a board from censuring anyone.  If that board is subordinate to an assembly, then the assembly can rescind or amend that motion.  The only time when the board could do something "solely on behalf of the board," is when the bylaws grant the board sole authority.  Except in the latter case, everything the board does is on behalf of the association.  

 

[Tim Wynn]

1 hour ago, J. J. said:

 

I know of no rule that would prevent a board from censuring anyone.  If that board is subordinate to an assembly, then the assembly can rescind or amend that motion.  The only time when the board could do something "solely on behalf of the board," is when the bylaws grant the board sole authority.  Except in the latter case, everything the board does is on behalf of the association.  

 

If everything the board does is on behalf of the association, then the board could not adopt a motion to censure that conflicts with a motion adopted by the association's assembly. If the assembly of the association adopted a motion to ratify action taken by a board member, the board could not adopt a motion to censure the board member for the same action.

[Tim Wynn]

2 hours ago, Gary Novosielski said:

I see no reason why, once moved, the assembly could not amend or reject a board recommendation just as they might with one that came from a committee,

The assembly can amend or reject the motion that arises from the committee's recommendation. But the assembly wouldn't be changing or nullifying the motion that the board adopted to make the recommendation. In other words, the assembly wouldn't be using R/ASPA. The assembly would be considering a motion that was never adopted.  

[J. J.]

57 minutes ago, Tim Wynn said:

If everything the board does is on behalf of the association, then the board could not adopt a motion to censure that conflicts with a motion adopted by the association's assembly. If the assembly of the association adopted a motion to ratify action taken by a board member, the board could not adopt a motion to censure the board member for the same action.

The board could express displeasure about an individual, censure him,  even if the assembly ratified some action that individual took.  The assembly could rescind that censure. 

[Tim Wynn]

40 minutes ago, J. J. said:

The board could express displeasure about an individual, censure him,  even if the assembly ratified some action that individual took.  The assembly could rescind that censure. 

I don't believe everything in this statement could be accurate. I believe some parts could be, without the others.

J.J., I would censure you, but George would probably just rescind it.  

[star1441]

thanks folks-

fascinating discussion, but it seems to sometimes spiral up and out from the basic question-

Blindsiding- certainly bad management - but is it prohibited, frowned upon by RONR, or just bad manners? ["Gotcha!!"]

All your input is illuminating, edifying and fun.

Appreciated.

 

Yoram

[Tim Wynn]

1 hour ago, star1441 said:

Blindsiding- certainly bad management - but is it prohibited, frowned upon by RONR, or just bad manners? ["Gotcha!!"]

It's certainly not prohibited, which is to say that notice is not required for most motions. I'm not convinced that "blindsiding" is the true issue that you're having with this matter. Would you be equally opposed to a motion to commend someone for faithful service if that motion didn't have previous notice? Would you be equally opposed to a timid member keeping a fifteen-page proposal quiet until the last minute if the only purpose for doing so was an attempt to get up the nerve to present the proposal? I suspect the nature of the motion has a lot to do with your opposition to it. And from what you've described, I doubt I would be a fan of it either, but I don't think requiring previous notice of all motions fixes anything. 

It's probably helpful to keep in mind that the assembly (especially if it feels "blindsided"), can adopt a motion to postpone a pending motion to a later meeting, refer it to a committee, postpone it indefinitely, or simply vote against it, no to mention the motion to Object To The Consideration Of A Question. 

Edited July 5, 2018 at 01:33 AM by Tim Wynn

[J. J.]

3 hours ago, Tim Wynn said:

I don't believe everything in this statement could be accurate. I believe some parts could be, without the others.

J.J., I would censure you, but George would probably just rescind it.  

A motion to censure is not the reverse of a motion to ratify.  A motion "That _____ be censured for.... " is the expression of an opinion; that is it in this case.

[Shmuel Gerber]

On 7/2/2018 at 1:25 PM, Chris Harrison said:

Not suggesting this is the case but you know what Dr Phil says?¹

 

¹ "No matter how flat you make a pancake, it’s still got two sides."

He just doesn't know how to fold it right.