[§414-37]  Emergency bylaws.  (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).  The emergency bylaws, which are subject to amendment or
repeal by the shareholders, may make all provisions necessary for managing the
corporation during the emergency, including:



(1)  Procedures for calling a meeting of the board of
directors;



(2)  Quorum requirements for the meeting; and



(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:



(1)  Binds the corporation; and



(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 some catastrophic event. [L 2000, c 244, pt of §1]