§ 17B:18-32 — Failure to adopt emergency by-laws; procedure

In the event that the board of directors of a domestic insurer has not adopted emergency by-laws, the following provisions shall become effective upon the occurrence of such a national emergency: a. Three directors shall constitute a quorum for the transaction of business at all meetings of the board. b. Any vacancy in the board may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director. c. If there are no surviving directors, but at least 3 vice-presidents of the company survive, the 3 vice-presidents with the longest term of service in that office shall be the directors and shall possess all of the powers of the previous board of directors and such powers as are granted herein or by subsequently enacted legislation. By majority vote such emergency board of directors may elect other directors. If there are not at least 3 surviving vice-presidents, the commissioner or duly designated person exercising the powers of commissioner shall appoint 3 persons as directors who shall possess all of the powers of the previous board of directors and such powers as are granted herein or by subsequently enacted legislation, and these persons by majority vote may elect other directors. L.1971, c. 144, s. 17B:18-32.