Sanctioning rogue board members
In general, people who serve on nonprofit boards or in local government are peaceful and compliant. But every once in a while, you get a rogue board member. What can be done? We believe that it’s important for boards to be prepared to sanction rogue members when necessary.
This is an unpleasant subject. However, all human organizations, even benign institutions like hospitals, schools and retirement communities, depend on power enforcement for their survival. If a member on your board is disrupting your work, we recommend you seek allies and take action. (Read this excellent article on the “Outlier Syndrome” for perspective on rogue board members.)
Note that this post applies only to members of boards and local government bodies, not to the ordinary members of a nonprofit organization. Professional organizations with ethics requirements for their members will have separate procedures. The article also does not apply to citizens giving public comment at meetings. See our guidelines on that topic.
Establish clear guidelines and expectations
The first and most important step is to establish clear guidelines and behavioral expectations. If you have adopted Robert’s Rules of Order as your parliamentary authority, you have the basics in place. It can also be helpful to adopt more detailed discussion guidelines—see our blog post here. When everybody knows what is expected and agrees on how your group will conduct its business, managing that business becomes much easier.
Just to remind, all persons present at a meeting have an obligation to obey the legitimate orders of the presiding officer (Robert’s Rules of Order Newly Revised, 12th edition, Section 61:8).
Your rules should include the power to sanction
In drafting bylaws or procedural rules, it’s easy to forget to mention sanctions. It’s human nature to hope that everyone will be polite and act appropriately in all circumstances. Unfortunately that doesn’t always happen. Including the power to sanction, and specific actions that may be taken, in your bylaws or procedural rules will make it easier to tackle the problem if it occurs.
What kinds of offenses should be sanctioned?
Given human ingenuity, there are many actions that could be subject to sanction. Here’s a starter list:
- Failing to offer courtesy and respect, using insulting or foul language in discussion
- Failing to observe the rules of discussion: interrupting others, speaking out of turn, speaking beyond the established time limits
- Violating the confidentiality of executive session
- Failing to observe ethics guidelines
- Taking actions outside the meeting which are aimed at undermining a board decision. On this point, read our article here.
What sanctions can be imposed?
Obviously sanctions should be considered only when there is an ongoing problem. Before embarking on the sanctions route, we recommend that a serious conversation be held with the offender, and that the individual be encouraged to change behavior without formal action by the board. Sometimes bringing the options to the offender’s attention is enough to bring about change, or even resignation from office.
If that isn’t effective, you may have to impose a sanction. Craig Freshley wrote that “ideal penalties inflict just the right amount of hurt in order to tilt the scales toward compliance.” Options include:
- Verbal admonishment
- Letter of reprimand
- Formal motion of censure
- Removal from external or internal committees
- Being directed to leave the meeting at which the behavior occurs
- Removal from a nonprofit board if the board has the power to do this
Note that directing a member to leave the meeting at which the behavior occurs, removing a director from a nonprofit board, and removing the chair during a meeting are all drastic steps. Consult with your attorney before doing this. We have more information in the linked blog posts.
Who can vote on sanctions?
Since misbehavior is a serious matter, it’s best to require that a majority of the entire board (majority of all directors in office) vote in favor. Check your state law and conflict of interest policy to determine whether the person who is the subject of the proposed sanction may vote on the motion, or not.
From the perspective of parliamentary procedure, Robert’s Rules has a specific disciplinary process, described on pp. 643 to 669. If this process has been started, the member may not vote on their own case. Robert also says that if a member offends repeatedly during a meeting, to the extent that the presider has warned the offender three times and “named” the member, they may not vote (see p. 646). Robert says that in other circumstances, the member may vote on the motion proposing to sanction them.
On a nonprofit board, even if you don’t follow the formal disciplinary process, you may want to establish a special or select committee to consider the behavior and recommend action to the board. In a local government body, you will of course review state law and your options before moving ahead.
Contact us if you would like to see examples of sanctions issued by local governments.
Sample script to sanction offenses during a meeting
Member A: Member B has repeatedly violated our rules of procedure and persists in using insulting language towards his colleagues and the public. I move that Member B be issued a verbal admonishment and directed to cease his inappropriate behavior.
Member C: Second!
Chair: It has been moved and seconded that Member B be issued a verbal admonishment and directed to cease his inappropriate behavior. Is there any discussion?
Member A: This has just gone on too long! At every meeting Member B calls his colleagues “bozos” and describes the public as “the great unwashed.” It’s impossible to get any work done with all the high emotion around here.
Member B: You people are all too sensitive. I’m just using humor to lighten things up a bit. I think this motion is a bunch of malarkey.
Member D: Well, I agree with the motion. I’m sick and tired of all this nonsense.
Chair: Is there any further discussion? [pause] Hearing none, we’ll take the vote. All those in favor of the motion to issue a verbal admonishment to Member B and direct him to cease his inappropriate behavior, please say “aye.”
Members A, C, D and Chair: Aye!
Chair: All those opposed, please say “no.”
Member B: No!
Chair: The ayes have it and the motion passes. Member B, you are hereby admonished for your inappropriate and disruptive use of language during our meetings. Kindly cease such actions immediately and abide by our guidelines.
Member B: Well, I have a lot more to say about that, Chair.
Chair interrupts: The motion has been approved and no further discussion is in order. The next business in order is…