17-6010.Emergency bylaws and exercise of other powers during
emergency.
The board of directors of any corporation may adopt emergency bylaws,
subject to repeal or change by action of the stockholders, which
notwithstanding any different provision elsewhere in this act or in
chapters 17 and 66 of the Kansas Statutes Annotated, or in the articles of
incorporation or bylaws, shall be operative during any emergency resulting
from an attack on the United States or on a locality in which the
corporation conducts its business or customarily holds meetings of its
board of directors or its stockholders, or during any nuclear or atomic
disaster, or during the existence of any catastrophe, or other similar
emergency condition, as a result of which a quorum of the board of
directors or a standing committee thereof cannot readily be convened for
action. The emergency bylaws may make any provision that may be practical
and necessary for the circumstances of the emergency, including provisions
that:
(a) A meeting of the board of directors or a committee thereof may be
called by any officer or director in such manner and under such conditions
as shall be prescribed in the emergency bylaws;
(b) The director or directors in attendance at the meeting, or any
greater number fixed by the emergency bylaws, shall constitute a quorum;
and
(c) The officers or other persons designated on a list approved by the
board of directors before the emergency, all in such order of priority and
subject to such conditions and for such period of time (not longer than
reasonably necessary after the termination of the emergency) as may be
provided in the emergency bylaws or in the resolution approving the list,
shall be deemed directors of the corporation, to the extent required to
provide a quorum at any meeting of the board of directors.
The board of directors, either before or during any such emergency, may
provide, and from time to time modify, lines of succession in the event
that during such emergency any or all officers or agents of the corporation
shall be rendered incapable of discharging their duties for any reason.
The board of directors, either before or during any such emergency, may
change the head office or designate several alternative head offices or
regional offices, or authorize the offices so to do, effective in the
emergency.
No officer, director or employee acting in accordance with any emergency
bylaws shall be liable except for willful misconduct.
To the extent not inconsistent with any emergency bylaws so adopted, the
bylaws of the corporation shall remain in effect during any emergency, and
upon its termination the emergency bylaws shall cease to be operative.
Unless otherwise provided in emergency bylaws, notice of any meeting of
the board of directors during such an emergency may be given only to such
of the directors as it may be feasible to reach at the time and by such
means as may be feasible at the time, including publication or radio.
To the extent required to constitute a quorum at any meeting of the
board of directors during such an emergency, and unless otherwise provided
in emergency bylaws, the officers of the corporation who are present shall
be 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 other
provisions for emergency powers consistent with other sections of this act
which have been or may be adopted by corporations created under the
provisions of this act.
17-6010.Emergency bylaws and exercise of other powers during
emergency.
The board of directors of any corporation may adopt emergency bylaws,
subject to repeal or change by action of the stockholders, which
notwithstanding any different provision elsewhere in this act or in
chapters 17 and 66 of the Kansas Statutes Annotated, or in the articles of
incorporation or bylaws, shall be operative during any emergency resulting
from an attack on the United States or on a locality in which the
corporation conducts its business or customarily holds meetings of its
board of directors or its stockholders, or during any nuclear or atomic
disaster, or during the existence of any catastrophe, or other similar
emergency condition, as a result of which a quorum of the board of
directors or a standing committee thereof cannot readily be convened for
action. The emergency bylaws may make any provision that may be practical
and necessary for the circumstances of the emergency, including provisions
that:
(a) A meeting of the board of directors or a committee thereof may be
called by any officer or director in such manner and under such conditions
as shall be prescribed in the emergency bylaws;
(b) The director or directors in attendance at the meeting, or any
greater number fixed by the emergency bylaws, shall constitute a quorum;
and
(c) The officers or other persons designated on a list approved by the
board of directors before the emergency, all in such order of priority and
subject to such conditions and for such period of time (not longer than
reasonably necessary after the termination of the emergency) as may be
provided in the emergency bylaws or in the resolution approving the list,
shall be deemed directors of the corporation, to the extent required to
provide a quorum at any meeting of the board of directors.
The board of directors, either before or during any such emergency, may
provide, and from time to time modify, lines of succession in the event
that during such emergency any or all officers or agents of the corporation
shall be rendered incapable of discharging their duties for any reason.
The board of directors, either before or during any such emergency, may
change the head office or designate several alternative head offices or
regional offices, or authorize the offices so to do, effective in the
emergency.
No officer, director or employee acting in accordance with any emergency
bylaws shall be liable except for willful misconduct.
To the extent not inconsistent with any emergency bylaws so adopted, the
bylaws of the corporation shall remain in effect during any emergency, and
upon its termination the emergency bylaws shall cease to be operative.
Unless otherwise provided in emergency bylaws, notice of any meeting of
the board of directors during such an emergency may be given only to such
of the directors as it may be feasible to reach at the time and by such
means as may be feasible at the time, including publication or radio.
To the extent required to constitute a quorum at any meeting of the
board of directors during such an emergency, and unless otherwise provided
in emergency bylaws, the officers of the corporation who are present shall
be 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 other
provisions for emergency powers consistent with other sections of this act
which have been or may be adopted by corporations created under the
provisions of this act.
17-6010.Emergency bylaws and exercise of other powers during
emergency.
The board of directors of any corporation may adopt emergency bylaws,
subject to repeal or change by action of the stockholders, which
notwithstanding any different provision elsewhere in this act or in
chapters 17 and 66 of the Kansas Statutes Annotated, or in the articles of
incorporation or bylaws, shall be operative during any emergency resulting
from an attack on the United States or on a locality in which the
corporation conducts its business or customarily holds meetings of its
board of directors or its stockholders, or during any nuclear or atomic
disaster, or during the existence of any catastrophe, or other similar
emergency condition, as a result of which a quorum of the board of
directors or a standing committee thereof cannot readily be convened for
action. The emergency bylaws may make any provision that may be practical
and necessary for the circumstances of the emergency, including provisions
that:
(a) A meeting of the board of directors or a committee thereof may be
called by any officer or director in such manner and under such conditions
as shall be prescribed in the emergency bylaws;
(b) The director or directors in attendance at the meeting, or any
greater number fixed by the emergency bylaws, shall constitute a quorum;
and
(c) The officers or other persons designated on a list approved by the
board of directors before the emergency, all in such order of priority and
subject to such conditions and for such period of time (not longer than
reasonably necessary after the termination of the emergency) as may be
provided in the emergency bylaws or in the resolution approving the list,
shall be deemed directors of the corporation, to the extent required to
provide a quorum at any meeting of the board of directors.
The board of directors, either before or during any such emergency, may
provide, and from time to time modify, lines of succession in the event
that during such emergency any or all officers or agents of the corporation
shall be rendered incapable of discharging their duties for any reason.
The board of directors, either before or during any such emergency, may
change the head office or designate several alternative head offices or
regional offices, or authorize the offices so to do, effective in the
emergency.
No officer, director or employee acting in accordance with any emergency
bylaws shall be liable except for willful misconduct.
To the extent not inconsistent with any emergency bylaws so adopted, the
bylaws of the corporation shall remain in effect during any emergency, and
upon its termination the emergency bylaws shall cease to be operative.
Unless otherwise provided in emergency bylaws, notice of any meeting of
the board of directors during such an emergency may be given only to such
of the directors as it may be feasible to reach at the time and by such
means as may be feasible at the time, including publication or radio.
To the extent required to constitute a quorum at any meeting of the
board of directors during such an emergency, and unless otherwise provided
in emergency bylaws, the officers of the corporation who are present shall
be 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 other
provisions for emergency powers consistent with other sections of this act
which have been or may be adopted by corporations created under the
provisions of this act.