How to Censure a Board Member
Censure is an official condemnation, reprimand, or criticism leveled at a board member or public official by his peers or overseers. Censure does not remove a board member from office or technically impede his ability to serve. It can be an important means of distancing a board from counterproductive behavior, since silence in some cases might be interpreted as a tacit endorsement or might give fodder to accusations of conspiracy. In that way it can help guard other board members and the organization from liability resulting from a rogue member's comments or actions.
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Instructions
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Identify and spell out in writing the specific charges related to the censure. Charges should be specific and include dates, names of witnesses and as much detail as possible. Any e-mails or letters related to the issue should be attached as addendum and evidence. Davis-Sterling Mediation Services lists the following typical reasons as grounds for censure: "Personal attacks against fellow directors, disruption of meetings, breach of confidences, interference with association operations, breach of fiduciary duties, improper behavior toward association vendors or employees, undisclosed conflicts of interest."
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Draft a resolution. A resolution may begin with the word "Whereas" followed by a description of the concerns held by the members presenting the resolution. It should describe the violations to provide the basis for the charge. Following this will be a section beginning with the words, "Therefore, be it resolved that ..." followed by a statement that the rogue member is hereby being censured and describing any other action to be taken.
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Vote on the resolution. Board members must have the resolution read aloud at a meeting called in accordance with the governing documents of the organization. Following the reading, the floor is to be opened for comments. Next the board votes on the censure resolution. The votes of individual board members and the overall results must be recorded in the official meeting minutes.
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Tips & Warnings
Boards may remove a member by requesting his voluntary resignation or by calling for a recall vote, but the censure alone doesn't remove a member from a board.
References
Resources
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