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Subject: Censuring board members
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NancyM2
(California)

Posts:249


02/25/2010 11:54 AM  
Dear HOATalk

If a board member is to be censured should it be done in General session, or Ecxcutive session??

Thank You
NancyM2
CharlesH5
(California)

Posts:9


02/25/2010 12:54 PM  
Censuring is a serious action and is a statement that the censuring party has lost faith in the ability of the person being censured to perform their duties to the Association. If the Board of Directors does this to one of its members the membership should be very concerned about the censured person being capable of fulfilling their responsibilities. Where the action takes place is of minor concern. However, since censure is a personell matter this is usually done in Executive session.
SusanW1
(Michigan)

Posts:5202


02/25/2010 1:32 PM  
There would have to be a vote on the censure, so you can plan on the "hearing" to be in ES and the decision for any action to be played out in the open meeting.

What a mess.

I have no use for "censure" in an all-volunteer board. Either remove the person or have the president tell the person to straighten up and be warned that he/she will be removed if the action continues.
MaryA1


Posts:0


02/26/2010 6:37 AM  
Nancy,

Both Charles and Susan have stated the censure should take place in ES, however, I believe CA has an open meeting law. Please review it very carefully to determine if this is an action that can be conducted in ES. In AZ, our open meeting law would prevent this type action from being handled in ES.

Just out of curiosity, exactly what did this board member do that the rest of the board feels he/she should be censored? Is this covered in your bylaws?
NancyM2
(California)

Posts:249


02/26/2010 7:03 AM  
Dear Mary
I believe Calif has a open meeting law as well. It seems this CharlesH5 from Calif. is one of the board members that tried to censure her. They don't agree on many subjects. So naturally he would think she should be censured he probably promoted it. (small world)

I don't know what she did, she just wanted me to blog the question on HOATalk.

I can always count on you Mary to cut through the fluff.... Thanks

NancyM2
MaryA1


Posts:0


02/26/2010 7:23 AM  
Nancy,

Well, as Glen said in another thread, censuring is just a "feel-good" action. IMO, if it is not addressed in your bylaws or state law then the BOD has no authority to undertake such an action. Also just because a fellow board member doesn't agree with another board member is certainly no cause to call for that board member to be censured. But, if the BOD was admadant about undertaking this action it should require a majority vote of the board.

It's really a shame when board members cannot get along.
NancyM2
(California)

Posts:249


02/26/2010 8:02 AM  
Mary

I agree it's shame when egos get in the way of board business, and these things happen.

I am in the dark as well as to what she did or did not do. She is the board member, I am the homeowner ~ So she cannot tell me too much. (and she dosn't) She is a fairly new board member (elected, not appointed) She has worked in the "private sector" and is professional in every way. She is used to a certain protocol that this board is not used to. I have faith in her abilities, and her integrity......Sorry I can't say that for the rest of the board.

NancyM2
DonnaS
(Tennessee)

Posts:5671


02/26/2010 9:39 AM  

I am concerned about all of this. Board members don't always agree on issues and that is not out of the norm. Is it easy to censure a fellow Board member if you don't agree with them. It certainly is but is it a wise move? That is the hard part. Is this a unanimous feeling amoung the other BODs? Remember, she was elected by the membership which to me means that unless she is failing to perform her duties, censuring is not called for. She was put on that Board because the maority of the community wanted her there. I feel a sense of personal behavior going on here.
GlenL
(Ohio)

Posts:5491


02/26/2010 12:04 PM  
From davis-stirling.com website:

Censure

Censure, noun. An official condemnation, reprimand, or expression of adverse criticism, usually by a legislative or other formal body, of the conduct of one of its members or of someone whose behavior it monitors. Webster's New World Law Dictionary, Wiley Publishing, Inc., Hoboken, New Jersey.

A censure is a public reprimand of a director. Unacceptable conduct may include personal attacks against fellow directors, disruption of meetings, breach of confidences, interference with association operations, breach of fiduciary duties, improper behavior with association vendors or employees, undisclosed conflicts of interest, and the like.

Reduce Potential Liability. A rogue director's behavior may create potential liability for the association and fellow directors. If the board sits idly by and allows a misbehaving director to go unchecked, it could be viewed as an endorsement of the misconduct. The benefits of a formal censure recorded in the minutes are: (i) it may moderate the the director's misdeeds, and (ii) it may insulate fellow directors from potential liability.

Motion for Censure. A censure is accomplished by motion of fellow directors and recorded in the minutes. While expressing strong disapproval of a director's behavior, a censure does not remove a director from office nor does it impair his/her ability to attend meetings, make and second motions, and to vote on motions.

Request for Resignation. In addition to censure, a board can request a misbehaving director's resignation but the director can refuse. If he/she refuses, the board's ability to remove a director is quite limited. This is also true for the courts. Courts may remove directors from office but only for fraudulent or dishonest acts or gross abuse of authority or breach of duty. Corp. Code §7223 The membership, however, can remove a director with or without cause by means of a recall election.

Ethics Policy. Boards should consider adopting an ethics policy or ethics policy for directors, committee members and managers.

Studies show that 5 out of 4 people have problems with fractions
DanielH1
(California)

Posts:482


02/26/2010 12:40 PM  
We did something that we called a Admonition.

It was a warning against certain behavior, past and future, not directed at any particular person.

I'm sure that it has no legal value.

But it might be a way to get a point across and get something into the minutes as a half-measure before using censure.
MaryA1


Posts:0


02/26/2010 2:08 PM  
Daniel,

Let me get this straight. Your BOD admonished a particular behavior but it was NOT directed to a particular board member. Why? And, what was the behavior?
DanielH1
(California)

Posts:482


03/01/2010 10:15 AM  
We have admonished for:

* Posting on the message board as if representing the Board without Board approval

* Threatening to fire a contractor without Board approval

Of course, there was an offending Board Member but we didn't want to call him out by name. It was an accident/one-time-only thing. Still, we wanted to make it clear that the action was not allowed and avoid that "you didn't say anything when Bob said that so I figured that it was ok" justification.

"The Secretary reminded all Board Members that all posts representing the Board require Board approval."
MaryA1


Posts:0


03/01/2010 10:59 AM  
Daniel,

IMO, reminding and admonishing are two different things. A reminder doesn't come across as being a harsh statement as an admonishment would which is usually directed at a particular person.
DanielH1
(California)

Posts:482


03/01/2010 4:10 PM  
That seems needlessly technical to me.
MaryA1


Posts:0


03/02/2010 8:48 AM  
It's just that this thread pertained to censuring, then you state your board has admonished when in fact they just issued a reminder. Definitely not the same and nothing to do with the topic of the thread, really. Technical? So be it.

No offense taken, I hope as none was intended.
DanielH1
(California)

Posts:482


03/02/2010 10:21 AM  
Your definition of "admonishment" doesn't agree with either the dictionary definition or the legal definition. But so be it.
CharlesH5
(California)

Posts:9


03/02/2010 3:08 PM  
GlenL nailed it.
WarrenT
(California)

Posts:30


12/08/2018 4:53 PM  
If a Board member posts emails to the general residents and does not declare that such posts represent their personal views, then I feel that he/she is insinuating that these posts represent the views of Board members. Not necessarily all, but some of them. I believe when a Board member does post such views to the general residents that Board member has an obligation to state that such views are his/hers and do not represent the views of other Board members. I also feel that in such instances censorship by a vote of a majority of the Board members is appropriate.
KerryL1
(California)

Posts:6350


12/08/2018 5:07 PM  
Say, Warren, if you'd like to see a discussion of the director's behavior, how about starting a new thread?
SueW6
(Michigan)

Posts:496


12/10/2018 8:10 AM  
Here's some info from the web. NOTE that ES for a disciplinary issue is DISISSION only in a private place, but if the person is to be officially scensured, it need to be done in a public hearing, probably under the presidents report.

"When a matter of a sensitive nature arises, the board may move into executive session during a regular board meeting. To do this, a member must make a motion to move into executive session. Another member must second the motion. The board should be given the opportunity to debate the motion and then the vote is taken. It needs a majority vote to pass. If the vote signals a move to executive session, all attendees except for executive committee members will be asked to leave the meeting space.

"It’s worth repeating that no action is taken during executive session—only discussion to decide if a vote needs to be taking at the regular session or if information is needed for a vote. It takes another motion, second, and vote to end the executive session and return to the regular meeting.

"The minutes of the executive session should only be approved in the executive session. Since the secretary only records actions and actions don’t occur in executive session, there should be nothing to report. The board meeting minutes would reflect that motions were made to enter and exit executive session and the length of time the executive session was held.

"All discussions that take place during executive session should be held in the strictest of confidence. Violators can be disciplined, removed from office, or sued.
When to Use Executive Session

"Open meetings are not an appropriate forum for discussing matters that people consider personal and private. A host of reasons might trigger sending a board into executive session including:

Employee discipline
Employment contract
Attorney consultation
Key strategic moves like mergers or acquisitions
Succession planning
Senior staff performance
Executive compensation
Future retirement plans for management
Executive performance
Compensation review
Personnel issues
Peer-to-peer board discussions
## ## ##

So --- the discussion is held in private, the vote is taken in public.


KerryL1
(California)

Posts:6350


12/10/2018 9:14 AM  
Still think this should be a new thread. But since Sue added a list for matters that may be discussed in ES, it's important to add that these vary by states. In CA, for instance, we may only adjourn to ES for a few very specific reasons. A few on this list wouldn't be legally discussed in ES in CA.
WarrenT
(California)

Posts:30


12/10/2018 8:10 PM  

As always, some of the best responses are contributed from this site. I would like to offer my thoughts on executive sessions. In California the Davis-Sterling Act lists the subjects that may be reserved for executive session. The Act does not state that these items must be reserved for executive session. Not withstanding the perception that we (the state of California) are a bunch of nuts, the Davis-Sterling Act is meant to encourage rational actions by the Board of Directors of an HOA.
RichardP13
(California)

Posts:3595


12/11/2018 5:41 AM  
It is actually Davis-Stirling Act.

Been there, Done that
RoyalP
(South Carolina)

Posts:770


12/11/2018 6:27 AM  
Posted By NancyM2 on 02/25/2010 11:54 AM
Dear HOATalk

If a board member is to be censured should it be done in General session, or Ecxcutive session??

Thank You
NancyM2




The discussion and/or vote about the censure is done in executive session.

The censure is performed in open session.


WarrenT
(California)

Posts:30


12/11/2018 3:10 PM  
Of course it is -Stirling. That other guy is my brother-in-law.
SueW6
(Michigan)

Posts:496


12/11/2018 8:28 PM  
Royal
I believe it’s the opposite:
The hearing and/ or discussion is done in ES but the motion is made and voted on in public.
SueW6
(Michigan)

Posts:496


12/11/2018 8:31 PM  
I just noticed that the OP’s first inquiry was made in 2010!
RoyalP
(South Carolina)

Posts:770


12/12/2018 5:46 AM  
Posted By SueW6 on 12/11/2018 8:28 PM
Royal
I believe it’s the opposite:
The hearing and/ or discussion is done in ES but the motion is made and voted on in public.








potato / potatoe



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