§ 7-6-17 - Bylaws and other powers in emergency.
SECTION 7-6-17
§ 7-6-17 Bylaws and other powers inemergency. – (a) The board of directors of any corporation may adopt emergency bylaws, whichare, notwithstanding any different provision contained in this chapter or inthe articles of incorporation or bylaws, operative during any emergency in theconduct of the affairs 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:
(1) A meeting of the board of directors may be called by anyofficer or director in the manner and under the conditions that are prescribedin the emergency bylaws;
(2) The director or directors in attendance at the meeting,or any greater number fixed by the emergency bylaws, constitutes a quorum; and
(3) The officers or other persons designated on a listapproved by the board of directors before the emergency, all in the order ofpriority and subject to the conditions and for the period of time (not longerthan reasonably necessary after the termination of the emergency) as isprovided 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.
(b) The board of directors, either before or during anyemergency, may provide, and from time to time modify, lines of succession inthe event that during any emergency any or all officers or agents of thecorporation are for any reason rendered incapable of discharging their duties.
(c) 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 officersto do so.
(d) To the extent not inconsistent with any emergency bylawsadopted, the bylaws of the corporation remain in effect during any emergencyand upon its termination the emergency bylaws cease to be operative.
(e) Unless otherwise provided in emergency bylaws, notice ofany meeting of the board of directors during any emergency may be given only tothe directors that it may be feasible to reach at the time and by the meansthat may be feasible at the time, including publication or radio.
(f) 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.
(g) 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 any emergency in furtherance of the ordinary affairs of thecorporation even though not authorized by the bylaws then in effect.