Newly elected Board Member cursed out Executive Director and funding sources

[Guest LBell]

We are a small non-profit seeking to expand our Board of Directors.  We request new BOD members work on committee for several months before nomination and election to BOD.  Recently the nominating committee submitted a candidate for election who had worked on several committee projects over several months without incident.  The candidate was elected to the BOD, in early May 2021.  On the day of the next scheduled BOD meeting, which would be the first for this newly elected BOD member to attend, the individual became irate about a project of the organization.  The individual approached employees of a funding partner and while speaking in a loud voice cursed them out.  The individual then called the Executive Director of our non-profit and in a loud voice cursed at the individual and threatened to exit the organization.  Our ED attempted to diffuse the situation on the telephone but had no further verbal communication with the newly elected BOD member.  The newly elected BOD member attended the evenings BOD meeting.  No mention made by either party of the incident that evening.  In less than a weeks time the funding partner has approached the ED and indicated dis-satisfaction in the newly elected BOD members behavior.   

With exception of attending BOD meetings, our By-laws are silent on Disciplinary procedure.  Our bylaws do reference Roberts Rules of Order as governing procedures unless covered otherwise in the By-laws.

Officers of the Non-profit do not feel the behavior is consistent with an expected Code of Conduct, which we do not have separately or in our by-laws.  What recommendations might you make to manage this situation?

[Joshua Katz]

Should the organization wish to undertake disciplinary action, those procedures are found in Chapter XX. Note that they are complicated, and please feel free to come by with questions as you read that chapter.

[Richard Brown]

45 minutes ago, Guest LBell said:

Officers of the Non-profit do not feel the behavior is consistent with an expected Code of Conduct, which we do not have separately or in our by-laws.  What recommendations might you make to manage this situation?

I would suggest that the first thing that should happen is that the president or some other board member whom the new member respects approach him privately about his conduct and suggest to  him that it is not acceptable behavior for a board member. 

If that doesn't work, or if additional action is warranted, the board can adopt a motion of censure which falls short of actual discipline.   It amounts to a formal reprimand by the assembly and is handled as an ordinary motion and requires a majority vote for adoption.

Beyond that, there are the disciplinary actions provided for in Chapter XX of RONR, including (but not limited to) censure, suspension, removal from office, and expulsion. if your board wants to consider anything beyond a simple motion of censure, I would strongly suggest that you review chapter XX of RONR very carefully, as disciplinary proceedings are complicated, tricky and often cause dissension among  the membership.  Removal from office can be easy or difficult, depending on the wording of your terms of office.  All of that is explained in Chapter XX of RONR and also briefly in FAQ # 20 on the main website.

[Guest LBell]

thank you Mr. Katz and Mr. Brown - I admire  your opinions on many posts and appreciate you responding here.   Chapter XX is detailed and complicated.   We are <$100K non-profit and in a rural community where we all know each other across many groups and projects.  We prefer to put our best foot forward and be the good-folks in this scenario.  Thank you for your recommendations, I have reviewed Chapter XX of RONR and FAQ #20.

What thoughts do you have on the following :

1. Executive Director sends a note to Board Chair and Chair elect with details of the incident.  At same time ED also provides Chair and Chair-elect info from this FAQ trail and RONR.
2. ED recommends to BOD Chair and Chair-elect that a small committee of the BOD Officers form a confidential committee to discuss and investigate. 
3. ED recommends that Chair-elect interview ED and also contact newly appointed BOD member for interview and clarification of the offense as reported to Officers of BOD.
4. ED recommends that Chair-elect advise newly elected BOD member that conduct is unworthy of BOD member and gives individual opportunity to submit a resignation or as an alternative offers to bring to attention of full BOD as a disciplinary measure to inform all BOD members of expectations for BOD members regarding code of conduct, and that violation may result in expulsion from BOD.  Newly elected BOD member would be in effect put on notice of discipline and potential expulsion if similar behavior was observed or reported in the future.

We are a small town, small non-profit, and know we will cross paths in the future with this newly appointed BOD member.

I appreciate your feedback

[Guest Puzzling]

1 hour ago, Guest LBell said:

thank you Mr. Katz and Mr. Brown - I admire  your opinions on many posts and appreciate you responding here.   Chapter XX is detailed and complicated.   We are <$100K non-profit and in a rural community where we all know each other across many groups and projects.  We prefer to put our best foot forward and be the good-folks in this scenario.  Thank you for your recommendations, I have reviewed Chapter XX of RONR and FAQ #20.

What thoughts do you have on the following :

1. Executive Director sends a note to Board Chair and Chair elect with details of the incident.  At same time ED also provides Chair and Chair-elect info from this FAQ trail and RONR.
2. ED recommends to BOD Chair and Chair-elect that a small committee of the BOD Officers form a confidential committee to discuss and investigate. 
3. ED recommends that Chair-elect interview ED and also contact newly appointed BOD member for interview and clarification of the offense as reported to Officers of BOD.
4. ED recommends that Chair-elect advise newly elected BOD member that conduct is unworthy of BOD member and gives individual opportunity to submit a resignation or as an alternative offers to bring to attention of full BOD as a disciplinary measure to inform all BOD members of expectations for BOD members regarding code of conduct, and that violation may result in expulsion from BOD.  Newly elected BOD member would be in effect put on notice of discipline and potential expulsion if similar behavior was observed or reported in the future.

We are a small town, small non-profit, and know we will cross paths in the future with this newly appointed BOD member.

I appreciate your feedback

Not sure what the chair-elect has to do with all this.

But just follow the rules in chapter XX very to the letter. (Your numbers 4 and 5 are a bit to fast, if the new BOD member behaved badly can only be decided after the investigation not before, see 63:11 about that)

If he likes the ED could suggest that the chair-elect is the chair of the disciplinary committee,  but the decision on that is as described in the bylaws or by the board)

Not sure if the board of directors has the authority to expel members, which assembly does appoint the directors?