Complaints and Disputes Involving Directors a) The Board, in a meeting duly called for the purpose, shall review any complaints that a Director has violated any provision of the Corporation’s By-laws, or policies approved by the Board, in particular, this Code and the Oath of Office and Confidentiality Agreement.
Complaints and Disputes Involving Directors. The Board, in a meeting duly called for the purpose, shall review any complaints that a Director has violated any provision of the Corporation’s By-laws, or policies approved by the Board, in particular, this Code and the Oath of Office and Confidentiality Agreement. The Board shall similarly review disputes between Directors that interfere with the ability of the Board to carry out its duties. Complaints may be referred to an independent arbiter by resolution of the Board. Allegations of illegal activity shall be immediately referred to appropriate authorities for investigation. Any Director against whom such allegations are made shall take a leave of absence from the Board pending completion of the investigation. The review of such complaints or disputes shall include an opportunity for the Director concerned to present his or her position. The Board may make such determination as it sees fit including: dismissal of the complaint; a letter of reprimand to the Director from the Board; oral censure of the Director in question before the Board; removal of the Director from the Board by the members of the Corporation; or such other outcome as the Board determines is appropriate having regard to the facts and the gravity of the violations of this Code.
