Procedure K
Board Member Censure and Disciplinary Procedure
Purpose of Procedure:
Inconsistent or ineffective resolution of unacceptable conduct including breaches of the Board of Director's Code of Conduct by Board members of The Flower Cart Board of Directors undermines the Board of Directors and The Flower Cart Society. This procedure is intended to provide a fair and transparent method to resolve concerns alleging unacceptable conduct on the part of a Board member.
Detailed procedure statement:
1) The Chairperson, or designate, is responsible to ensure implementation of this procedure
2) Where unacceptable conduct on the part of the Chairperson of the Board is alleged, the Vice Chairperson, or his/her designate ensures implementation of this procedure.
3) The Board of Directors does not recommend to the Society the termination of a Board member without prior consultation with The Flower Cart’s lawyer.
4) A Board member may be censured for unacceptable conduct at a meeting of the Board of Directors
5) A Board member may be disciplined for unacceptable conduct.
Applicability:
Board members of The Flower Cart.
Definitions:
Censure - Official reprimand by a body, e.g., Board of Directors, of one of its members.
Disciplinary action - i) a request to the Board member to resign, ii) suspension of the Board member, ii) removal of the Board member from an executive office, ii) recommendation to the Society for termination of the Board member
Harm: (noun) Physical or other injury or damage
Unacceptable conduct: Behaviour which creates a reasonable apprehension that the Board member may cause harm to him or her self, others, including participants and clients, employees, fellow Board members, The Flower Cart Board of Directors, The Flower Cart, and The Flower Cart’s reputation.
Unacceptable conduct is divided into conduct during a board meeting and conduct outside of a board meeting.
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Just cause: The following constitute “just cause” for disciplinary action: unsuccessful resolution of unacceptable conduct by means of board actions, inclusive of censure, serious misconduct, breach of duty; breach of code of conduct, incompetence or conduct incompatible with duties or prejudicial to The Flower Cart. Just cause may include illegal behavior, e.g., assault, harassment, theft, fraud. In determining just cause, the parameters of seriousness, willfulness, and past behavior of The Flower Cart and its Board must be considered, e.g., consistency applying rules.
Reprimand - expression to someone of strong disapproval of their actions
References:
1. Flowercart bylaws
Noteworthy -
Article 7.2 - Dispute Resolution: Independent of the discipline process, the Board may establish a Dispute Resolution Process to assist in Director-Director, Society Member-Board, and Society Member-Society Member relations.
Authority:
The Board of Directors can change this procedure.
Implementation:
Censure
1. The Board of Directors controls its meetings. When a Board member, or invited Observer, exhibits unacceptable conduct at a meeting of the Board of Directors a censure can occur. 2. A censure must be approved by motion of the Board of Directors. 3. There are many options for a censure; including, but not limited to: a) a request for an apology b) a verbal reminder c) a request for the Board member exhibiting unacceptable conduct to leave the meeting 4. A censure cannot be disciplinary action. 5. A censure is recorded in the minutes. The minutes should reflect the reason for the censure. 6. A censure does not stop/prevent the censured Board member from exercising the duties and responsibilities of a Board member.
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Discipline
1. When a Board member exhibits conduct that is considered unacceptable at a meeting or in public, disciplinary action can occur. 2. Board members are entitled to procedural fairness in any disciplinary activities including: a) notice of any allegation of unacceptable conduct, participation in information gathering related to an allegation, notice of suspension and/or any other activity related to an allegation; b) the grounds for which any action involving them will be taken; c) an opportunity to make representation when information is being gathered related to the allegation of unacceptable conduct
Receiving an allegation of unacceptable conduct by a Board member
1. When a Board member’s conduct at a meeting or in public is considered to be unacceptable, the conduct can be brought to the attention of the Chairperson of the Board, or designate. 2. When a written allegation of unacceptable conduct by a Board member is received by an employee of Flowercart or by the Secretary of the Board of Directors it is passed to the Chairperson, or designate. 3. All allegations of unacceptable conduct by Board member are brought to the Board of Directors by the Chairperson, except when the Chairperson decides that the allegation is: i) based on conduct that could not have occurred ii) not related to the duties and responsibilities of a Board member of The Flower Cart, iii) obviously trivial, frivolous or made in bad faith.
Information Gathering and Reporting
1. The Board of Directors will arrange for an information gathering process for an allegation of unacceptable conduct brought forward by the Chairperson. 2. At any stage in the implementation of this discipline process the Board of Directors may suspend the Board member. a) Written notice is sent to the Board member who is to be suspended outlining the reason for the suspension and, if unknown to the Board member, the basis for the allegation of unacceptable conduct 3. The Board of Directors may appoint an individual or committee, inclusive of a third party, to conduct information gathering related to an allegation of unacceptable conduct. a) Information may be gathered in the manner the individual or committee sees fit. b) Confidentiality will be maintained throughout the information gathering process to the extent practicable and appropriate under the circumstances. Only those with a need to know will be made aware that an allegation has been made and/or that information is being gathered. c) When the information gathering process is complete a preliminary report will be drafted and given to the Board member, who will have a period of five working days to respond to it, in writing. The Board member may decline the offer to respond to the draft. d) After reviewing the Board member's response the individual or committee gathering information will write a final report with one of the following findings: (1) the allegation is substantially true and constitutes unacceptable conduct (2) the allegation is substantially true but does not constitute unacceptable conduct (3) the allegation was made in good faith, but is not true (4) the allegation was false and deliberately fabricated (5) the information gathering process is inconclusive
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e) The final report is given to the Board member and to the Board of Directors. The final report does not include recommendations.
Consideration of Report
1. Following receipt of the final report but prior to the Board of Directors making a decision on any action, the Board of Directors will invite the Board member accused of unacceptable conduct to a Board meeting to make representation to the board about the final report. a) Neither the Board of Directors nor the Board member will be permitted to have legal counsel at this meeting. b) A Board member will excuse him or herself from the Board meeting if; i) the Board member declares him/herself to be in a conflict of interest position regarding some aspect(s) of the misconduct allegation before the Board, ii) in the opinion of the other Directors, the Board member has a personal or professional connection to the misconduct allegation, or iii) if the Board member’s participation would be contrary to the duties and responsibilities of a Board member c) The Board member about whom the unacceptable conduct is alleged, can decline the invitation to attend the meeting.
Response to Allegation
1. After reviewing the final report and the meeting with the Board member, if any, the Board of Directors will meet without the Board member accused of unacceptable conduct to decide on a response to the allegation. 2. The Board of Directors may resolve, i.e., motion, to take one or more disciplinary actions. 3. The Board member accused of unacceptable conduct will be advised of the response of the Board of Directors within five working days. 4. The response of the Board of Directors is final and cannot be appealed by the Board member accused of unacceptable conduct. The Board of Directors may reconsider a motion passed on disciplinary action.
References:
1. http://www.fgs.org/mwiki/index.php?title=When_Disciplinary_Action_is_Required:_An_Outline_of_Procedure Federation of Genealogical Societies Wiki, 14 August 2013 When Disciplinary Action is Required: An Outline of Procedure, 30 August 2013 accessed Feb. 03, 2014
2. http://www.h-a-c.ca/Membership_Discipline_Policy.pdf The Helicopter Association of Canada HAC Members Discipline Policy accessed Feb. 03, 2104
3. http://www.davis-stirling.com/tabid/1648/Default.aspx Adams Kessler PLC Davis-Stirling.com Censure accessed Feb. 03, 2014 4