So... now if any board member happens to say anything derogatory about a GM, or even another board member, outside a board meeting he or she can be brought up on charges and censured or removed?
Absolutely stupid.

I interpreted your comment as taking issue with bringing charges against a fellow member because he/she made some sort of questionable comment, in public, about a colleague or the GM.  My post supports your position.  Moreover, I agree: Mr. Janasek should have been dismissed from the board or, better yet, resigned, saving the Board, OPA, Mr. Viola and himself much turmoil and embarrassment.  As for Mr. Brown:  He's as much a Board member as any one of the others.  He deserved to vote.  Do we want to start down the path of 'disqualifying' Board members from voting, for this or that infraction, citing reasons not circumscribed by the four corners of the rule book?