§ 23-17-4-3 — Emergency powers of board; procedures; effect

(a) In anticipation of or during an emergency
under subsection (d), the board of directors of a corporation may do the
following:
(1) Modify lines of succession to accommodate the incapacity of
any director, officer, employee, or agent.
(2) Relocate the principal office, designate alternative principal
offices or regional offices, or authorize the officer to do so.
(b) During an emergency defined in subsection (d), unless
emergency bylaws provide otherwise:
(1) notice of a meeting of the board of directors must be given
only to those directors it is practicable to reach and may be given
in any practicable manner, including by publication and radio;
and
(2) one (1) or more officers of the corporation present at a
meeting of the board of directors may be considered to be
directors for the meeting, in order of rank and within the same
rank in order of seniority, necessary to achieve a quorum.
(c) Corporate action taken in good faith during an emergency under
this section to further the ordinary affairs of the corporation:
(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 the 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.