Board member discipline options

[Guest LKD]

We have a 15 member volunteer board with an Executive Director in a small town. While at a workshop in another area, one of our Directors recently said some very unprofessional things about our ED to another ED whom he had just met. He said these things after knowing that the two EDs were well acquainted. What he said got back to ours, who was understandably upset. The Director is an official with our city as well as on our board, which complicates things because we don't want to create problems with the city.

We would like to discuss this at our next board meeting in Executive Session without him present at first, then address it with him there, but we don't have anything specific in our bylaws as far as discipline for directors goes (the last time anything like this came up the person resigned right away.) The easiest thing would be for him to decide to voluntarily step down, which will be suggested, but past that I don't know what other recourse we have. Removal could be an option but it's a big step.

Director terms consist of 2 year terms, max of 6 consecutive years with reelections. There is no "or/until replacement" wording, the wording just says "2 year terms, max of 6 consecutive years with reelections" if that helps at all.

Any insight with a best practice of how to do this would be helpful.

[J. J.]

The director is a member so he may not be excluded from any meeting of the full board.

Is there a parent assembly that elects this board?  

[Gary Novosielski]

On 3/22/2023 at 6:44 PM, Guest LKD said:

We have a 15 member volunteer board with an Executive Director in a small town. While at a workshop in another area, one of our Directors recently said some very unprofessional things about our ED to another ED whom he had just met. He said these things after knowing that the two EDs were well acquainted. What he said got back to ours, who was understandably upset. The Director is an official with our city as well as on our board, which complicates things because we don't want to create problems with the city.

We would like to discuss this at our next board meeting in Executive Session without him present at first, then address it with him there, but we don't have anything specific in our bylaws as far as discipline for directors goes (the last time anything like this came up the person resigned right away.) The easiest thing would be for him to decide to voluntarily step down, which will be suggested, but past that I don't know what other recourse we have. Removal could be an option but it's a big step.

Director terms consist of 2 year terms, max of 6 consecutive years with reelections. There is no "or/until replacement" wording, the wording just says "2 year terms, max of 6 consecutive years with reelections" if that helps at all.

Any insight with a best practice of how to do this would be helpful.

Robert's Rules of Order Newly Revised 12th ed. Chapter XX, i.e., 20, has a very complete treatment of "best practice" when it comes to discipline.  It's way more than can be quoted here, and this may be the perfect excuse to snag a copy.  Here's some of it:

Quote

61:2 Punishments that a society can impose generally fall under the headings of censure, fine (if authorized in the bylaws), suspension, or expulsion. The extreme penalty that an organization or society can impose on a member is expulsion.

61:3 If there is an article on discipline in the bylaws (56:57), it may specify a number of offenses outside meetings for which these penalties can be imposed on a member of the organization. Frequently, such an article provides for their imposition on any member found guilty of conduct described, for example, as “tending to injure the good name of the organization, disturb its well-being, or hamper it in its work.” In any society, behavior of this nature is a serious offense properly subject to disciplinary action, whether the bylaws make mention of it or not.

Essentially "conduct unbecoming a Director" 

Quote

Offenses Elsewhere Than in a Meeting; Trials

61:22 If improper conduct by a member of a society occurs elsewhere than at a meeting, the members generally have no first-hand knowledge of the case. Therefore, if disciplinary action is to be taken, charges must be preferred and a formal trial held before the assembly of the society, or before a committee—standing or special—which is then required to report its findings and recommendations to the assembly for action. 

There is much more, but that should give you a taste.

 

[Richard Brown]

On 3/22/2023 at 6:23 PM, Gary Novosielski said:

There is much more, but that should give you a taste.

Yes, the chapter on discipline consists of a total of 26 pages of rather small print, but at least it's slightly larger than the print in the 11th edition!

[J. J.]

I would be a bit reserved in answering this question, unless we know if there is a parent body to the board (49:15).

[Gary Novosielski]

On 3/23/2023 at 10:00 AM, J. J. said:

I would be a bit reserved in answering this question, unless we know if there is a parent body to the board (49:15).

I don't see anything there that would contradict any of the answers given.  Certainly nothing in in §49 is going to contradict anything in §61 ff.  It does limit penalties for disorderly board members, but this is an allegation of bad conduct elsewhere.

If you mean that a board cannot discipline its own members in such a case, that's probably true, but it's covered in 61:22, which requires referring the case to a committee or ultimately the general assembly for decision.

----------

Or were you referring to the last sentence of 49:15?  

Edited March 23, 2023 at 03:06 PM by Gary Novosielski

[Guest LKD]

JJ - Thank you, and mow understand that he must be present.  We wanted to exclude him briefly to explain to the rest of the board what the situation was, without him interjecting- but maybe it's best to just go at it. 

By "parent body to the board" do you mean our membership? 

The Board is elected by a nominating committee of 5-current president, president elect, 1 retiring director and two other directors.  The committee presents a list of nominees to the ED, who notifies the membership of the nominees by email.  Any additional write-in nominees for consideration are requested and the nominees are voted on by the membership. New directors are seated at the December Board meeting.

Gary - I would say that what he stated to the other ED's would certainly fall under “tending to injure the good name of the organization, disturb its well-being, or hamper it in its work." The two ED's contacted me directly to state what was said to them.  While it's not THE most offensive thing ever said to anyone, it did was uncalled for in the company in which it was brought up. It reflects badly on him as a leader and us as a Board if it's not dealt with, but we want to do it the right way.

So are you both leaning toward that this is something we may need to involve our full membership in, as opposed to our Board making a decision on how to best handle it?

[Richard Brown]

Guest LKD, you can also consider the option of a simple non-disciplinary motion of censure as mentioned in sections 10:57 and the footnote to 61:2 in RONR (12th ed.).

[puzzling]

It is the membership that voted him in, so only the membership can vote him out.

Except if there is something in the bylaws or (state)laws

It looks you will need at least 2 (special) general membership meetings (one to set up an investigation comitee, one for the trial or to ratify the trial Committees findings)

I am not sure what  a board can do even if it has full authority between membership meetings.

[Guest LKD]

On 3/23/2023 at 11:26 AM, Richard Brown said:

Guest LKD, you can also consider the option of a simple non-disciplinary motion of censure as mentioned in sections 10:57 and the footnote to 61:2 in RONR (12th ed.).

Richard, if that is the simplest way to handle this, we would really prefer it.  I don't have a copy of the book in front of me, I do have a copy ordered for future reference that I will gift to the Board upon my departure at the end of my term next year.

[Guest LKD]

On 3/23/2023 at 1:09 PM, puzzling said:

It is the membership that voted him in, so only the membership can vote him out.

Except if there is something in the bylaws or (state)laws

It looks you will need at least 2 (special) general membership meetings (one to set up an investigation comitee, one for the trial or to ratify the trial Committees findings)

I am not sure what  a board can do even if it has full authority between membership meetings.

Thank you -that makes sense now that you put it that way....  There is nothing in the bylaws regarding discipline of directors.  We also don't have a code of conduct policy at present time, which we will probably need to add.  (Didn't think we'd need one but it looks like we do.)

[Richard Brown]

On 3/23/2023 at 1:49 PM, Guest LKD said:

Richard, if that is the simplest way to handle this, we would really prefer it.

 It is certainly much simpler than having to go through the entire rather complex disciplinary process.

[Guest LKD]

One other thing that has occurred to me.  Generally when we go into Executive Session, our ED would be excused from that if we were discussing/debating their salary increase for example.  Since this directly involves her and the other director, would it be appropriate to include her?

I anticipate the Executive Session discussion will get a bit heated, obviously we want it to stay confidential which is why we are going into ES.  I don't have a problem with her being there to talk to him directly if she is comfortable doing so, I just didn't know if that is appropriate.

[J. J.]

On 3/23/2023 at 12:08 PM, Guest LKD said:

JJ - Thank you, and mow understand that he must be present.  We wanted to exclude him briefly to explain to the rest of the board what the situation was, without him interjecting- but maybe it's best to just go at it. 

By "parent body to the board" do you mean our membership? 

The Board is elected by a nominating committee of 5-current president, president elect, 1 retiring director and two other directors.  The committee presents a list of nominees to the ED, who notifies the membership of the nominees by email.  Any additional write-in nominees for consideration are requested and the nominees are voted on by the membership. New directors are seated at the December Board meeting.

Gary - I would say that what he stated to the other ED's would certainly fall under “tending to injure the good name of the organization, disturb its well-being, or hamper it in its work." The two ED's contacted me directly to state what was said to them.  While it's not THE most offensive thing ever said to anyone, it did was uncalled for in the company in which it was brought up. It reflects badly on him as a leader and us as a Board if it's not dealt with, but we want to do it the right way.

So are you both leaning toward that this is something we may need to involve our full membership in, as opposed to our Board making a decision on how to best handle it?

I take it that your membership never gets together in a meeting.  Is that correct? 

[Guest LKD]

On 3/23/2023 at 10:30 PM, J. J. said:

I take it that your membership never gets together in a meeting.  Is that correct? 

That is correct.  Anyone from Membership (approximately 175 entities) is welcome to attend any Board meeting (it's rare that any do), and we have monthly luncheons where all membership and guests are invited and encouraged to attend (usually 30-60 attendees) but it's a very informal gathering, nothing where this type of situation would be discussed. We don't have any "formal" membership meetings.

[J. J.]

On 3/24/2023 at 11:16 AM, Guest LKD said:

That is correct.  Anyone from Membership (approximately 175 entities) is welcome to attend any Board meeting (it's rare that any do), and we have monthly luncheons where all membership and guests are invited and encouraged to attend (usually 30-60 attendees) but it's a very informal gathering, nothing where this type of situation would be discussed. We don't have any "formal" membership meetings.

You board then will probably have the authority to discipline the member, assuming that there can no official meeting of the membership. 

[Gary Novosielski]

On 3/23/2023 at 12:08 PM, Guest LKD said:

We wanted to exclude him briefly to explain to the rest of the board what the situation was, without him interjecting- but maybe it's best to just go at it. 

Well you can still do it with him present--without his interjecting.   I he speaks without being recognized, or interjects while others have the floor he can be ejected from the meeting for breach of decorum.  See 61:6 Principles Governing Discipline at Meetings.

It is the duty of the chair to keep order, and to stop him at the first hint of out-of-order behavior.  So, no, I don't think it's best to "go at it."

[Gary Novosielski]

On 3/23/2023 at 12:08 PM, Guest LKD said:

We wanted to exclude him briefly to explain to the rest of the board what the situation was, without him interjecting- but maybe it's best to just go at it. 

Well you can still do it with him present--without his interjecting.   I he speaks without being recognized, or interjects while others have the floor he can be ejected from the meeting for breach of decorum.  See 61:6 Principles Governing Discipline at Meetings.

[Guest LKD]

Thank you all for your input and suggestions. 

It will be another 2 weeks before we have a regular Board meeting where we can address it.  We did consider calling a special meeting sooner but there is a conflict with us planning an event that is finally happening this weekend and we have a couple Board directors and our president on vacation next week.  Seems best to wait til the regular meeting....  Fingers crossed this goes better than I anticipate!