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Board ethics committee


Guest Ronnie
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Hi - first time so please bare with me. Our By-laws gives us permission to create an ethics commitee and for that commitee to investigate any infractions. It also says that sanctions has to be voted by the board. 
 

what I am asking for guidance is that our committee voted and found that the board member has violated our by-laws. 
 

does the committees decision need to be voted on by the board? 
 

and what procedures from now till that board meeting should we be following?

The board member in violation has been lobbying the other board members thru emails and phone calls that he did nothing wrong.

i need guidance on how to handle that?

thanks you 

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5 hours ago, Guest Ronnie said:

Hi - first time so please bare with me. Our By-laws gives us permission to create an ethics commitee and for that commitee to investigate any infractions. It also says that sanctions has to be voted by the board. 
 

what I am asking for guidance is that our committee voted and found that the board member has violated our by-laws. 
 

does the committees decision need to be voted on by the boar? 
 

and what procedures from now till that board meeting should we be following?

The board member in violation has been lobbying the other board members thru emails and phone calls that he did nothing wrong.

i need guidance on how to handle that?

thanks you 

The bylaws seem to have been written hastily without considering such an eventuality.

But good or bad, the bylaws are the bylaws until amended, and the rules there are what must be followed.

Chapter XX. in RONR covers discipline but it would be superseded by the rules in your bylaws, if any.

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6 hours ago, Guest Ronnie said:

Our By-laws gives us permission to create an ethics commitee and for that commitee to investigate any infractions. It also says that sanctions has to be voted by the board. 

what I am asking for guidance is that our committee voted and found that the board member has violated our by-laws. 

does the committees decision need to be voted on by the board?

What, exactly, do the bylaws say?

You tell us that the sanctions have to be voted by the board. That is different than the board voting on the ethics committee's decision of guilt or innocence. If the bylaws just say the board votes on the sanctions, then the board does not have the authority to vote on guilt or innocence. That's why the exact wording is important.

Depending on what your bylaws say and don't say, you may find that aspects of Chapter XX of RONR are relevant. For example, if the ethics committee (which appears to be serving the roles that RONR assigns to the trial committee) has recommended a penalty, then RONR says the board (or general meeting) cannot increase that penalty (RONR 11th ed., p. 669, lines 3-6). If your bylaws are silent on this topic, then these provisions of RONR would apply.

 

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SECTION 5: RESIGNATIONS, TERMINATIONS, REINSTATEMENTS, HARDSHIP . . . .

A. The Board of Directors, directly or by a sub-committee appointed_ by i~, sha!I consider complaints against  members and may take disciplinary action as it may deem appropriate, including suspension and or expulsion from the Association. Rules concerning resignations, terminations and reinstatements shall be m wntmg, and shall be filed with the Executive Vice-President.

We do not have written rules. 

B. In the event of a complaint against either an individual member, other than a customer complaint involving the New Home warranty and Builder Registration Act, P.L. 1977, C.467, or the Association, the President shall have the authority to appoint a committee to investigate, report upon, and recommend action to the Board of Directors. The investigative committee shall consist of seven (7) members.They shall be board members consisting of three (3) builder members, three (3) associate members and the Metro president.

c. The Board of Directors by a two-thirds (2/3) vote of the fully constituted Board may suspend or revoke the membership of any member for conduct detrimental to this Association including, but not limited to financial condition and business reputation. The member shall be given at least thirty (30) days written notice in advance of the meeting of the Board at which the vote is to be taken, and shall be afforded a reasonable opportunity to be heard. Membership may be administratively suspended or revoked for failure to meet financial obligations to the Association for a period of three months, with the exception of dues. If dues are not paid on time, member will be terminated when NAHB terminates a member for non-payment. A two-thirds (2/3) vote of the full constituted Bpard_ shaall be required to_ reinst~te any membership suspended or revoked for conduct detrimental to this Assoc1at1on under this Section. Reinstatement shall be subject to such conditions as the Board may impose.

D. The Board of Directors shall promulgate rules and regulations for the conduct of any disciplinary hearings. Such F. rules and regulations shall be in writing, and shall be filed with the Executive Vice-President.

E. Any member in good standing may resign from the Association at any time; however, resignations shall not relieve the member from the obligations to pay any outstanding bills or dues. A member may resign pending any disciplinary proceeding, provided the res1gnat1on accepted with the approval of the Board of Directors  

 

The ethics committee has found that the member did violate our bi-laws.

Does those findings have to voted and approved by the board?  

What procedure do we follow until we can have the next board meeting? 

The members is lobbying other board members to vote no. 

Do we tell him to stop until the board meeting? 

 

thanks 

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Is this ethics committee the same as the investigative committee mentioned in Section B of the bylaws excerpt you've provided? If so, I presume that your next step is the full board meeting as provided in Section C.

Did the ethics committee recommend a penalty?

If there are no written rules as required by Section D, then the provisions of Chapter XX of RONR provide a way to proceed. Review them closely.

No rules prohibit the member from lobbying other members prior to the meeting. There is the risk that this behaviour may backfire.

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Yes the 2 are the same. 

The committee voted on a proposed sanction that they are presenting to the board. 

I looked at XX and I don't see where it would guide me. 

I am taking the position that the EC is going present there findings at the special board meeting, give the member an opportunity to address the board, excuse him from the room and present the sanctions. Give the board time to discuss and vote. 

Is there anything specific that would be a better way of presenting this? 

 

 

 

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Your organization is the only group that can interpret your bylaws. I'm not a member so I don't get an official say. That being said...

It sounds like the board meeting you are about to have will count as a disciplinary hearing. Your Section D says you are to have written rules for such a hearing. You have told us that you don't have them. Therefore, I referred you to Chapter XX, which covers the Steps in a Fair Disciplinary Process (RONR 11th ed., p. 656). It is not clear whether your ethics committee served as what RONR would call an investigative committee or a trial committee. It sounds like you are proceeding as if the ethics committee conducted the trial and you are at the stage of what RONR calls "Assembly's review of a trial committee's findings" (p. 668, line 20 - p. 669, line 8).

My advice in this situation is to ensure that your organization provided the member all the opportunities as required in the Steps as referenced above.

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