§ 21-225 — Emergency bylaws

Nebraska § 21-225

• Jurisdiction: Nebraska
• Ch. 21: Corporations and Other Companies

Text

(MBCA 2.07) (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) of this section.
The emergency bylaws, which are subject to amendment or repeal by the shareholders,
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 a quorum of the corporation's
directors cannot readily be assembled because of some catastrophic event.

Legislative History

Source: Laws 2014, LB749, § 25.