§ 7-103-103 — Emergency powers

(1) In anticipation of or during an emergency
defined in subsection (4) of this section, the board of directors may:

(a) Modify lines of succession to accommodate the incapacity of any
director, officer, employee, or agent; and

(b) Relocate the principal office or additional offices or regional offices, or
authorize the officers to do so.

(2) During an emergency as contemplated in subsection (4) of this section,
unless emergency bylaws provide otherwise:

(a) Notice of a meeting of the board of directors need be given only to those
directors whom it is practicable to reach and may be given in any practicable
manner, including by publication or radio; and

(b) One or more officers of the corporation present at a meeting of the board
of directors may be deemed to be directors for the meeting, in order of rank and
within the same rank in order of seniority, as necessary to achieve a quorum.

(3) Corporate action taken in good faith during an emergency under this
section to further the ordinary business affairs of the corporation:

(a) Binds the corporation; and

(b) May not be the basis for the 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 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. 747, � 1, effective July 1, 1994. L. 2003: (1)(b) amended, p. 2315, � 224, effective July 1, 2004.