§ 7-102-107 — Emergency bylaws

(1) Unless otherwise provided in the articles
of incorporation, the board of directors may adopt bylaws to be effective only in an
emergency as defined in subsection (4) of this section. The emergency bylaws,
which are subject to amendment or repeal by the shareholders, may include all
provisions necessary for managing the corporation during the emergency,
including:

(a) Procedures for calling a meeting of the board of directors;

(b) Quorum requirements for the meeting; and

(c) Designation of additional or substitute directors.

(2) All provisions of the regular bylaws consistent with the emergency
bylaws shall remain in effect during the emergency. The emergency bylaws shall
not be effective after the emergency ends.

(3) Corporate action taken in good faith in accordance with the emergency
bylaws:

(a) Binds the corporation; and

(b) May not be the basis for imposition of liability on any director, officer,
employee, or agent of the corporation on the ground that the action was not
authorized corporate action.

(4) An emergency exists for the purposes of this section if a quorum of the
directors cannot readily be obtained because of some catastrophic event.

Legislative History

Source: L. 93: Entire article added, p. 745, � 1, effective July 1, 1994.