NC Board Member Censure

Looking for some guidelines on the potential argument for or against the use of a censure against a board member that is potentially acting well outside of their fiduciary duties and making false and inflammatory public statements in the community.

Davis Stirling offers the following guidelines:

Purpose of Censure. A censure is a reprimand of a director. Conduct worthy of censure may include but is not limited to:

disruption of meetings (shouting, use of profanity, engaging in personal attacks against fellow directors, etc.)

breach of confidences

interference with association operations

breach of fiduciary duties

improper behavior toward association vendors or employees undisclosed conflicts of interest

Is there anything specific to NC law?

JM16

What you posted IS NOT part of the Davis Stirling Act or Civil Code for California, it is an attorney of a law firm practicing in California opinion. Based on that, you should conduct an attorney in North Carolina or the association's counsel for guidance.

I personally think censures are a waste of paper within an HOA setting.
Censuring politicians provide political banter for the reelection campaign, but actually does nothing more then telling the individual (in writing) they shouldn't have done something.

If an individual is overstepping their authority, telling them not to do it may or may not fix the issue.
Removing them from the authoritative position will fix the issue.

Boards appoint Officers and may remove Officers.

If, as is typical, the Officer position is filled by a director, that individual will still remain a Director but will no longer hold the office in question.

Of course, to remove an Officer you must have someone willing to take on those duties.
If you do not, then trying to remove is as bad as doing a censure.

As an FYI:

Censure From Merriam-Webster

Board's 'censure' of a director may quickly get association sued LA Times article

Subject: Censuring board members 2010 thread on this forum (please only read, do not reactivate by posting replies to this thread)

You cannot prevent someone from suing you but the association and/or the BOD is not liable for the acts of an individual rogue director.

Since you identified this person as a board member but not as an officer there is no board endorsement of his activities and therefore no liability.

You don't go into what the issue is.

I would like to add to Janets and Larrys comments.

I agree that the Board is not responsible for the actions of one except in a few cases.
However, sometimes you may need to specify that in writing to the individuals in receipt of those actions.

Examples:

Director signs a contract with a contractor.
Worst case, the Board may have to honor that contract or pay to break it because the contractor would have been dealing in good faith and would have expected that the individual had the authority to act for the Board. In these instances, the Board should then take action to collect the cost of breaking the contract from the individual who exceeded their authority. Of course, that's only if the contractor doesn't listen to reason and just agrees to break the contract. This will likely depend on how the Board approaches the contractor.

Director does something to a member
Often a simple letter from the President (or the VP, if the individual is the President) specifying that the individual acted without authority of the Board. That the Board apologizes for any perception that the action came from the Board and then specify how the member should proceed (if necessary) to address the issue.