[§414-37]  Emergency bylaws.  (a) Unless the articles of incorporation provide otherwise, the board of directorsof a corporation may adopt bylaws to be effective only in an emergency definedin subsection (d).  The emergency bylaws, which are subject to amendment orrepeal by the shareholders, may make all provisions necessary for managing thecorporation during the emergency, including:

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

(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 2000, c 244, pt of §1]