Interrupting Other Directors

Source: Adrian J. Adams Esq. 

QUESTION: Can a board member be censured for continually interrupting other board members at meetings? She has been warned over and over on this issue. What exactly does censuring mean, what does it accomplish?

ANSWER: Yes, boards can censure fellow directors for disrupting meetings.

Orderly Meetings. Board meetings are supposed to be run in an orderly fashion so as to accomplish the business of the association. Rules of parliamentary procedure were created for that purpose. If one director is constantly disrupting meetings, business is delayed and directors become frustrated and either cease voicing their opinions or, worse, resign from the board.

Censure Defined. A censure is an expression of disapproval. Its purpose is two-fold. A censure is intended to discourage further bad behavior by an errant director. And, it distances the board from potential liability. If a director behaves badly (verbally abusing homeowners, signing contracts without authority, etc.), silence by the board can be interpreted as approval. Then, when a lawsuit is filed, the plaintiff names the entire board because it “endorsed” the bad behavior. A censure serves as evidence the board was not complicit in the behavior.

Procedure. A censure can be imposed at the meeting where the behavior occurred or the board can schedule a noticed hearing. In the case where a director is disrupting the meeting by interrupting other directors, the censure can be imposed immediately. Under Robert’s Rules of Order,

in any case of an offense against the assembly occurring in a meeting, there is no need for a formal trial provided that any penalty is imposed promptly after the breach, since the witnesses are all present and make up the body that is to determine the penalty. (Robert’s Rules, 11th ed., p. 646.)

Minutes. If done in an open meeting, the censure is recorded in the minutes of the meeting and becomes a public record for the membership’s review. If it occurs in executive session, the minutes are not open for review but the action can be reported in the executive session summary recorded in the next open meeting minutes. (Civ. Code §4935(e).)

Other Actions. In addition to expressing disapproval of a director’s behavior, the board can remove the director from office (president, secretary, treasurer) andfrom any committees the director may be on. If the director is particularly abusive, the board can seek to recall him/her from the board.

RECOMMENDATION: Try to resolve the matter with a verbal warning to the director that the board may have no choice but to censure her if she continues to disrupt meetings. If the warning does not work, the board must be prepared to impose a censure.