Censure, noun. An official condemnation, reprimand, or expression of adverse criticism, usually by a legislative or other formal body, of the conduct of one of its members or of someone whose behavior it monitors. Webster's New World Law Dictionary, Wiley Publishing, Inc., Hoboken, New Jersey.

A censure is a reprimand of a director. Unacceptable conduct worthy of censure may include 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, and the like.

Potential Liability. A rogue director's behavior may create potential liability for the association and fellow directors. If the board sits by and allows a misbehaving director to go unchecked, it could be viewed as an endorsement of the misconduct. In addition to possibly moderating the errant director’s behavior, a censure may minimize or eliminate the association’s potential liability created by the director’s inappropriate actions.

Approval of Censure. A censure is accomplished by a motion approved by a majority of directors in a duly called meeting where a quorum has been established. The censure is recorded in the minutes. The minutes should reflect the reason for the censure.

Removal from Office. If the errant director is an officer (President, Vice-President, Treasurer, Secretary, etc.), the director can be removed from office by fellow directors.

Powers Unaffected. While expressing strong disapproval of a director's behavior, a censure does not remove a director from the board nor does it impair the director's ability to attend meetings, make and second motions or vote on motions, unless there is reason for recusing the director from a particular vote.

Request for Resignation. In addition to censure, a board can request a misbehaving director's resignation. However, the director can refuse. If he/she refuses, the board's ability to remove a director is quite limited. This is also true for the courts. Courts may remove directors from office but only for fraudulent or dishonest acts or gross abuse of authority or breach of duty. Corp. Code §7223. The membership, however, can remove a director with or without cause by means of a recall election (except for those directors appointed to the board by the board or by the court--such directors may only be removed with the approval of the appointing party. See Corp. Code §7222(a)&(f)). 

RECOMMENDATION. Boards should consider adopting an ethics policy for directors, committee members and managers.