Censor

[Guest Walter Clark]

Can the president of a nonprofit censor a board member immediately for actions that she perceived took place outside of a board meeting without bringing the matter to the board. Does this apply to Robert Rules. The 2nd VP asked a member to assist her at the sign in desk for a meeting which the president didn’t approve. The president said everything goes through her. Additionally, The President cited another instance wherein she stated that the VP “demanded” employees carry out specific tasks and they were intimidated. Censured not to talk to the two employees of which one the VP supervised. The board member denies same and has not been presented with when and which employee made statements. 

[Joshua Katz]

The board can make and pass a motion of censure for any reason (or no reason). As a general statement, though, board members (including the President, unless the bylaws say otherwise) have no power outside of their votes on board matters. So VPs can't boss employees around, and Presidents can't run around censuring people or demanding they not speak to people.

 

[Guest Walter Clark]

My question was can anyone censor board members or other members immediately without taking it to official board meeting so the affected person is given an opportunity to address it, you can’t just slander people in writing without the person being defamed confronting the person. I think that’s where we are with the board question. 

[Joshua Katz]

On 9/13/2023 at 8:34 AM, Guest Walter Clark said:

My question was can anyone censor board members or other members immediately without taking it to official board meeting so the affected person is given an opportunity to address it,

No, there is no individual power to censure.

On 9/13/2023 at 8:34 AM, Guest Walter Clark said:

you can’t just slander people in writing without the person being defamed confronting the person.

That's a legal question, which we don't address here. As far as RONR is concerned, the assembly can censure, but being an individual member of the assembly, even an officer, gives no such power.

 

[Gary Novosielski]

On 9/13/2023 at 7:33 AM, Guest Walter Clark said:

Can the president of a nonprofit censor a board member immediately for actions that she perceived took place outside of a board meeting without bringing the matter to the board. Does this apply to Robert Rules. The 2nd VP asked a member to assist her at the sign in desk for a meeting which the president didn’t approve. The president said everything goes through her. Additionally, The President cited another instance wherein she stated that the VP “demanded” employees carry out specific tasks and they were intimidated. Censured not to talk to the two employees of which one the VP supervised. The board member denies same and has not been presented with when and which employee made statements. 

There seems to be some confusion between the verbs censor and censure, but that's okay--the President can't do either one alone.  

Discipline for offenses outside of a meeting are covered in RONR (12th ed.), starting at 61:22.  But as always, if you have customized rules in your bylaws about discipline, or some unusual powers of the presidency, then follow those.

[Josh Martin]

On 9/13/2023 at 6:33 AM, Guest Walter Clark said:

Can the president of a nonprofit censor a board member immediately for actions that she perceived took place outside of a board meeting without bringing the matter to the board.

For starters, I believe you mean censure, not censor. To "censure" the member would mean for the board to adopt a motion formally expressing the board's disapproval of the member for the actions in question. To "censor" the member would mean to, for example, prevent the member from speaking on certain subjects. In any event, however, the answer is no. The board, however, may adopt a motion to censure if it wishes.

On 9/13/2023 at 7:34 AM, Guest Walter Clark said:

My question was can anyone censor board members or other members immediately without taking it to official board meeting so the affected person is given an opportunity to address it, you can’t just slander people in writing without the person being defamed confronting the person. I think that’s where we are with the board question. 

I think these are very good points, but those are questions for an attorney. There is nothing, as a parliamentary matter, which prevents the board from censuring someone. But you are quite correct to note that it is prudent to consider the possible legal ramifications of that action before doing so.

On 9/13/2023 at 6:33 AM, Guest Walter Clark said:

Does this apply to Robert Rules.

Motions to censure are covered in Robert's Rules of Order, if that is your question. See RONR (12th ed.) 10:56-57, 12:20, 61:2, 61:2n1.

Edited September 13, 2023 at 05:43 PM by Josh Martin