§414-43 - Emergency powers.
[§414-43] Emergency powers. (a) In
anticipation of or during an emergency defined in subsection (d), the board of
directors of a corporation may:
(1) Modify lines of succession to accommodate the
incapacity of any director, officer, employee, or agent; and
(2) Relocate the principal office, designate
alternative principal offices or regional offices, or authorize the officers to
do so.
(b) During an emergency defined in subsection
(d), unless emergency bylaws provide otherwise:
(1) Notice of a meeting of the board of directors
need be given only to those directors whom it is practicable to reach and may
be given in any practicable manner, including by publication and radio; and
(2) One or more officers of the corporation present
at a meeting of the board of directors may be deemed to be directors for the
meeting, in order of rank and within the same rank in order of seniority, as
necessary to achieve a quorum.
(c) Corporate action taken in good faith
during an emergency under this section to further the ordinary business affairs
of the corporation:
(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]