§ 23-1-21-7 — Emergency bylaws; events constituting emergency; authorized actions

(a) Unless the articles of incorporation provide
otherwise, the board of directors of a corporation may adopt bylaws to
be effective only in an emergency defined in subsection (d). The
emergency bylaws may make all provisions necessary for managing the
corporation during the emergency, including:
(1) procedures for calling a meeting of the board of directors;
(2) quorum requirements for the meeting; and
(3) designation of additional or substitute directors.
(b) All provisions of the regular bylaws consistent with the
emergency bylaws remain effective during the emergency. The
emergency bylaws are not effective after the emergency ends.
(c) Corporate action taken in good faith in accordance with the
emergency bylaws:
(1) binds the corporation; and
(2) may not be used to impose liability on a corporate director,
officer, employee, or agent.
(d) An emergency exists for purposes of this section if any of the
following occur:
(1) An extraordinary event that prevents a quorum of the
corporation's directors from assembling in time to deal with the
business for which the meeting has been or is to be called.
(2) An attack on the United States or a location where a
corporation conducts its business or customarily holds meetings
of its board of directors or shareholders.
(3) A nuclear or atomic disaster.
(4) A catastrophe, including an epidemic or pandemic.
(5) A declaration of a national emergency by the United States.
(e) During an emergency described in subsection (d), the board of
directors, or a majority of the directors present if a quorum cannot be
readily convened for a meeting, may take the following actions:
(1) With respect to a meeting of shareholders of the corporation,
any action that the board of directors, or a majority of the
directors present if a quorum cannot be readily convened for a
meeting, considers necessary to address the emergency,
notwithstanding anything contrary to this article, the corporation's
articles of incorporation, or bylaws, including the following:
(A) Postpone the meeting to a later time or date (with the record
date for determining the shareholders entitled to notice of and
to vote at the meeting that the directors postponed irrespective
of the requirements set forth in IC 23-1-29-7).
(B) Conduct a meeting by means of remote communication.
(C) With respect to a corporation subject to the reporting
requirements of Subsection 13(a) or 15(d) of the Securities
Exchange Act of 1934 (15 U.S.C. 78m(a) or 15 U.S.C. 78o(d)),
as amended, and any rules and regulations promulgated
thereunder, notify stockholders of any postponement decision,
including a determination to conduct a meeting by means of
remote communication solely by publicly filing a document
with the Securities and Exchange Commission pursuant to
Sections 13, 14, or 15(d) of the Securities Exchange Act of
1934 (15 U.S.C. 78m, 78n, or 78o(d)), as applicable, and any
rules and regulations promulgated thereunder.
(2) With respect to any dividend that has been declared to which
a record date has not occurred, change each record date and
payment date to a later date, but not later than sixty (60) days after
the initial record date. However, if the record date or payment
date is changed, then the corporation shall issue notice to the
shareholders as promptly as practicable, and in any event before
the initial record date, which notice, in the case of a corporation
subject to the reporting requirements of Subsection 13(a) or 15(d)
of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 15
U.S.C. 78o(d)), as amended, and any rules and regulations
promulgated thereunder, may be issued solely by publicly filing
a document with the Securities and Exchange Commission
pursuant to Sections 13, 14, or 15(d) of the Securities Exchange
Act of 1934 (15 U.S.C. 78m, 78n, or 78o(d)), as applicable, and
any rules and regulations promulgated thereunder.
(f) During an emergency described in subsection (d), no person shall
be liable for failure to make a shareholders' list available for
inspections as required by IC 23-1-30-1, if it was not practicable to
allow inspection during the emergency. However, a meeting of
shareholders shall not be postponed or voided solely based upon the
failure to make a shareholders' list available for inspection under IC 23-1-30-1.

Legislative History

As added by P.L.149-1986, SEC.5. Amended by P.L.206-2021, SEC.4.