Title 10 – Corporations and Associations

Chapter 25 – Incorporation-nonprofit Corporations

Article 1 – Incorporation

• 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 are subject to amendment or repeal by the members and may make all provisions necessary for managing the corporation during the emergency, including all of the following:
• 1. Procedures for calling a meeting of the board of directors.
• 2. Quorum requirements for the meeting.
• 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 both:
• 1. Binds the corporation.
• 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 a local emergency, a state of emergency or a state of war emergency, all as defined in section 26-301.