35-2-218. Emergency bylaws and powers. (1) Unless the articles provide otherwise, the directors of a corporation may adopt, amend, or repeal bylaws to be effective only in an emergency as defined in subsection (4). The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporation during the emergency, including:
(a) how to call a meeting of the board;
(b) quorum requirements for the meeting; and
(c) designation of additional or substitute directors.
(2) All provisions of the regular bylaws consistent with the emergency bylaws remain in effect during the emergency. The emergency bylaws are not in effect after the emergency ends.
(3) Corporate action taken in good faith in accordance with the emergency bylaws:
(a) binds the corporation; and
(b) may not be used to impose liability on a corporate director, officer, employee, or agent.
(4) For purposes of this section, an emergency exists if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
History: En. Sec. 27, Ch. 411, L. 1991.