§ 17-19-207 — Emergency bylaws and powers

(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 members, may make all
provisions necessary for managing the corporation during the
emergency, including:
(i) Procedures for calling a meeting of the board of
directors;
(ii) Quorum requirements for the meeting; and
(iii) 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:
(i) Binds the corporation; and
(ii) Shall not be used to impose liability on a
corporate director, officer, employee or agent unless the action
violates standards otherwise set forth in this act.
(d) An emergency exists for purposes of this section if a
quorum of the corporation's directors cannot readily be
assembled because of some extraordinary event.