5509 - Bylaws and other powers in emergency.
§ 5509. Bylaws and other powers in emergency. (a) General rule.--The board of directors or other body of any nonprofit corporation may adopt emergency bylaws, subject to repeal or change by action of the members, which shall, notwithstanding any different provisions of law or of the articles or bylaws, be operative during any emergency resulting from warlike damage or an attack on the United States or any nuclear or atomic disaster. The emergency bylaws may make any provision that may be practical and necessary for the circumstances of the emergency, including provisions that: (1) A meeting of the board of directors or other body may be called by any officer or director or member of such other body in such manner and under such conditions as shall be prescribed in the emergency bylaws. (2) The director or directors or the member or members of such other body in attendance at the meeting, or any other number fixed in the emergency bylaws, shall constitute a quorum. (3) The officers or other persons designated on a list approved by the board of directors or other body before the emergency, all in such order of priority and subject to such conditions and for such period of time, not longer than reasonably necessary after the termination of the emergency as may be provided in the emergency bylaws or in the resolution approving the list, shall, to the extent required to provide a quorum at any meeting of the board of directors or such other body, be deemed directors or members of such other body for such meeting. (b) Lines of succession; head office.--The board of directors or such other body, either before or during any such emergency, may provide, and from time to time modify, lines of succession in the event that during such an emergency any or all officers or agents of the corporation shall for any reason be rendered incapable of discharging their duties, and may, effective in the emergency, change the head offices or designate several alternative head offices or regional offices of the corporation, or authorize the officers so to do. (c) Personnel not liable.--No officer, director, member of such other body, or employee acting in accordance with any emergency bylaws shall be liable except for wilful misconduct. (d) Effect on regular bylaws.--To the extent not inconsistent with any emergency bylaws so adopted, the bylaws of the corporation shall remain in effect during any emergency, and upon its termination the emergency bylaws shall cease to be operative. (e) Procedure in absence of emergency bylaws.--Unless otherwise provided in emergency bylaws, notice of any meeting of the board of directors or such other body during such an emergency shall be given only to such of the directors or members of such other body as it may be feasible to reach at the time and by such means as may be feasible at the time, including publication or radio. To the extent required to constitute a quorum at any meeting of the board of directors or such other body during such an emergency, the officers of the corporation who are present shall, unless otherwise provided in emergency bylaws, be deemed, in order of rank and within the same rank in order of seniority, directors or members of such other body, as the case may be, for such meeting.