§ 12:1-303 — Emergency powers

§1-303. Emergency powers
A. In anticipation of or during an emergency defined in Subsection D of this Section,
the board of directors of a corporation may do any of 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 officers to do so.
B. During an emergency defined in Subsection D of this Section, unless emergency
bylaws provide otherwise, all of the following provisions shall apply:
(1) 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 and radio.
(2) Any or all directors may participate in a regular or special meeting of the board
by, and the meeting may be conducted through the use of, any means of communication by
which all directors participating may simultaneously hear each other during the meeting.
(3) A director participating in a meeting by the means authorized in Paragraph (2)
of this Subsection is deemed to be present in person at the meeting.
(4) Unless the application of Paragraphs (2) and (3) of this Subsection is sufficient
to attain a quorum of directors, a quorum of directors consists of the number of directors who
participate in a meeting if both of the following conditions are met:
(a) Reasonable efforts have been made to provide actual knowledge of the meeting
to all directors.
(b) All of the directors who have actual knowledge of the meeting, and who could
participate in the meeting lawfully and without undue hardship or risk of injury, do
participate in the meeting.
(5) If business is conducted at a meeting of directors at which a quorum would be
present only by application of the rule in Paragraph (4) of this Subsection, a quorum of
directors under Paragraph (4) of this Subsection is presumed to be present.
C. Corporate action taken in good faith during an emergency under this Section to
further the ordinary business affairs of the corporation binds the corporation and 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 a catastrophic event makes
it impracticable, without applying the rules stated in Subsection B of this Section, to attain
a quorum of the corporation's directors when and as necessary to carry out the functions of
the board of directors.

Legislative History

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.