17-6010.   Emergency bylaws and exercise of other powers duringemergency.The board of directors of any corporation may adopt emergency bylaws,subject to repeal or change by action of the stockholders, whichnotwithstanding any different provision elsewhere in this act or inchapters 17 and 66 of the Kansas Statutes Annotated, or in the articles ofincorporation or bylaws, shall be operative during any emergency resultingfrom an attack on the United States or on a locality in which thecorporation conducts its business or customarily holds meetings of itsboard of directors or its stockholders, or during any nuclear or atomicdisaster, or during the existence of any catastrophe, or other similaremergency condition, as a result of which a quorum of the board ofdirectors or a standing committee thereof cannot readily be convened foraction. The emergency bylaws may make any provision that may be practicaland necessary for the circumstances of the emergency, including provisionsthat:

      (a)   A meeting of the board of directors or a committee thereof may becalled by any officer or director in such manner and under such conditionsas shall be prescribed in the emergency bylaws;

      (b)   The director or directors in attendance at the meeting, or anygreater number fixed by the emergency bylaws, shall constitute a quorum;and

      (c)   The officers or other persons designated on a list approved by theboard of directors before the emergency, all in such order of priority andsubject to such conditions and for such period of time (not longer thanreasonably necessary after the termination of the emergency) as may beprovided in the emergency bylaws or in the resolution approving the list,shall be deemed directors of the corporation, to the extent required toprovide a quorum at any meeting of the board of directors.

      The board of directors, either before or during any such emergency, mayprovide, and from time to time modify, lines of succession in the eventthat during such emergency any or all officers or agents of the corporationshall be rendered incapable of discharging their duties for any reason.

      The board of directors, either before or during any such emergency, maychange the head office or designate several alternative head offices orregional offices, or authorize the offices so to do, effective in theemergency.

      No officer, director or employee acting in accordance with any emergencybylaws shall be liable except for willful misconduct.

      To the extent not inconsistent with any emergency bylaws so adopted, thebylaws of the corporation shall remain in effect during any emergency, andupon its termination the emergency bylaws shall cease to be operative.

      Unless otherwise provided in emergency bylaws, notice of any meeting ofthe board of directors during such an emergency may be given only to suchof the directors as it may be feasible to reach at the time and by suchmeans as may be feasible at the time, including publication or radio.

      To the extent required to constitute a quorum at any meeting of theboard of directors during such an emergency, and unless otherwise providedin emergency bylaws, the officers of the corporation who are present shallbe deemed, in order of rank and within the same rank in order of seniority,directors for such meeting.

      Nothing contained in this section shall be deemed exclusive of any otherprovisions for emergency powers consistent with other sections of this actwhich have been or may be adopted by corporations created under theprovisions of this act.

      History:   L. 1972, ch. 52, § 10; July 1.