38. The board of directors meets, without delay and in camera, to decide, by a two-thirds vote of its members, whether the director under inquiry has violated a standard of ethics or professional conduct and determines, where applicable, the appropriate penalty. The director may not take part in the deliberations or decision.
A director may, however, submit his or her observations to the board of directors and be heard on the facts in support of his or her claims, before the decision of the board of directors is taken.
1168-2018O.C. 1168-2018, s. 38.