§ 7-6-17. Bylaws and other powers in emergency.
(a) The board of directors of any corporation may adopt emergency bylaws, that are, notwithstanding
any different provision contained in this chapter or in the articles of incorporation
or bylaws, operative during any emergency in the conduct of the affairs of the corporation
resulting from an attack on the United States or any nuclear or atomic disaster. The
emergency bylaws may make any provision that may be practical and necessary for the
circumstances of the emergency, including provisions that:
(1) A meeting of the board of directors may be called by any officer or director in the
manner and under the conditions that are prescribed in the emergency bylaws;
(2) The director or directors in attendance at the meeting, or any greater number fixed
by the emergency bylaws, constitutes a quorum; and
(3) The officers or other persons designated on a list approved by the board of directors
before the emergency, all in the order of priority and subject to the conditions and
for the period of time (not longer than reasonably necessary after the termination
of the emergency) as is provided in the emergency bylaws or in the resolution approving
the list, are, to the extent required to provide a quorum at any meeting of the board
of directors, deemed directors for the meeting.
(b) The board of directors, either before or during any emergency, may provide, and from
time to time modify, lines of succession in the event that during any emergency any
or all officers or agents of the corporation are for any reason rendered incapable
of discharging their duties.
(c) The board of directors, either before or during any emergency, may, effective in the
emergency, change the head office or designate several alternative head offices or
regional offices, or authorize the officers to do so.
(d) To the extent not inconsistent with any emergency bylaws adopted, the bylaws of the
corporation remain in effect during any emergency and upon its termination the emergency
bylaws cease to be operative.
(e) Unless otherwise provided in emergency bylaws, notice of any meeting of the board
of directors during any emergency may be given only to the directors that it may be
feasible to reach at the time and by the means that may be feasible at the time, including
publication or radio.
(f) To the extent required to constitute a quorum at any meeting of the board of directors
during any emergency, the officers of the corporation who are present are, unless
otherwise provided in emergency bylaws, deemed, in order of rank and within the same
rank in order of seniority, directors for the meeting.
(g) No officer, director, or employee acting in accordance with any emergency bylaws is
liable except for willful misconduct. No officer, director, or employee is liable
for any action taken by him or her in good faith in any emergency in furtherance of
the ordinary affairs of the corporation even though not authorized by the bylaws then
in effect.