§ 23-17-3-9 — Emergency bylaws; effect

(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 under subsection (d). Emergency
bylaws may make all provisions necessary for managing the
corporation during an emergency, including the following:
(1) Procedures for calling a meeting of the board of directors.
(2) Quorum requirements for the meeting.
(3) Designation of additional or substitute directors.
(b) Provisions of regular bylaws consistent with emergency bylaws
remain effective during the emergency. 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 an
extraordinary event prevents a quorum of a corporation's directors from
assembling in time to deal with the business for which the meeting has
been or is to be called.

Legislative History

As added by P.L.179-1991, SEC.1.