§ 7-1.2-203 - Bylaws.
SECTION 7-1.2-203
§ 7-1.2-203 Bylaws. – (a) The bylaws may contain any provisions for the regulation and management ofthe affairs of the corporation not inconsistent with law or the articles ofincorporation. The initial bylaws of a corporation must be adopted by itsincorporators or by its board of directors at its organization meeting.Subsequently, the bylaws may be amended by the shareholders, or, unlessotherwise provided in the articles of incorporation or bylaws, by the board ofdirectors, but any amendment to the bylaws by the board of directors may bechanged by the shareholders.
(1) The board of directors of any corporation may adoptemergency bylaws, subject to repeal or change by action of the shareholders,which are, notwithstanding any different provision elsewhere in this chapter orin the articles of incorporation or bylaws, operative during any emergency inthe conduct of the business of the corporation resulting from an attack on theUnited States or any nuclear or atomic disaster. The emergency bylaws may makeany provision that may be practical and necessary for the circumstances of theemergency, including provisions that:
(i) A meeting of the board of directors may be called by anyofficer or director in any manner and under conditions prescribed in theemergency bylaws;
(ii) The director or directors in attendance at the meeting,or any greater number fixed by the emergency bylaws, constitutes a quorum; and
(iii) The officers or other individuals designated on a listapproved by the board of directors before the emergency, all in the order ofpriority and subject to the conditions, and for a period of time (not longerthan reasonably necessary after the termination of the emergency) that may beprovided in the emergency bylaws or in the resolution approving the list, are,to the extent required to provide a quorum at any meeting of the board ofdirectors, deemed directors for the meeting.
(2) The board of directors, either before or during anyemergency, may provide, and from time to time modify, lines of succession inthe event that during an emergency any or all officers or agents of thecorporation are for any reason rendered incapable of discharging their duties.
(3) The board of directors, either before or during anyemergency, may, effective in the emergency, change the head office or designateseveral alternative head offices or regional offices, or authorize the officersso to do.
(4) To the extent not inconsistent with any adopted emergencybylaws, the bylaws of the corporation remain in effect during any emergency,and upon its termination the emergency bylaws cease to be operative.
(5) Unless otherwise provided in emergency bylaws, notice ofany meeting of the board of directors during any emergency may be given only tothose directors that it may be feasible to reach at the time and by any meansthat may be feasible at the time, including publication or radio.
(6) To the extent required to constitute a quorum at anymeeting of the board of directors during any emergency, the officers of thecorporation who are present are, unless otherwise provided in emergency bylaws,deemed, in order of rank and within the same rank in order of seniority,directors for the meeting.
(7) No officer, director, or employee acting in accordancewith any emergency bylaws is liable except for willful misconduct. No officer,director, or employee is liable for any action taken by him or her in goodfaith in an emergency in furtherance of the ordinary business affairs of thecorporation even though not authorized by the bylaws then in effect.