[§414D-37]  Emergency bylaws and powers. (a)  Unless the articles provide otherwise, the directors of a corporation mayadopt, amend, or repeal bylaws to be effective only in an emergency defined insubsection (d).  The emergency bylaws, which are subject to amendment or repealby the members, may provide special procedures necessary for managing thecorporation during the emergency, including:

(1)  How to call a meeting of the board;

(2)  Quorum requirements for the meeting; and

(3)  Designation of additional or substitutedirectors.

(b)  All provisions of the regular bylawsconsistent 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 inaccordance with the emergency bylaws:

(1)  Binds the corporation; and

(2)  May not be used to impose liability on acorporate director, officer, employee, or agent.

(d)  An emergency exists for purposes of thissection if a quorum of the corporation's directors cannot readily be assembledbecause of some catastrophic event. [L 2001, c 105, pt of §1]