351.290. Bylaws, how adopted and amended.
Bylaws, how adopted and amended.
351.290. 1. The power to make, alter, amend, or repeal thebylaws of the corporation shall be vested in the shareholders,unless and to the extent that such power may be vested in theboard of directors by the articles of incorporation; provided,however, that the original bylaws of a corporation may be adoptedby the directors. The bylaws may contain any provisions for theregulation and management of the affairs of the corporation notinconsistent with law or the articles of incorporation.
2. The board of directors of any corporation may adoptemergency bylaws, subject to repeal or change by action of theshareholders or directors as may be provided in the articles ofincorporation which shall, notwithstanding any differentprovision elsewhere in this chapter or in the articles ofincorporation or bylaws, be operative during any emergencyresulting from an attack on the United States or any nuclear oratomic disaster. The emergency bylaws may make any provisionthat may be practical and necessary for the circumstances of theemergency, including provisions that:
(1) A meeting of the board of directors may be called by anyofficer or director in such manner and under such conditions asshall be prescribed in the emergency bylaws;
(2) The director or directors in attendance at the meeting,or any greater number fixed by the emergency bylaws, shallconstitute a quorum; and
(3) The officers or other persons designated on a listapproved by the board of directors before the emergency, all insuch order of priority and subject to such conditions and forsuch period of time (not longer than reasonably necessary afterthe termination of the emergency) as may be provided in theemergency bylaws or in the resolution approving the list, shall,to the extent required to provide a quorum at any meeting of theboard of directors, be deemed directors for such meeting.
3. The board of directors, either before or during any suchemergency, may provide, and from time to time modify, lines ofsuccession in the event that during such an emergency any or allofficers or agents of the corporation shall for any reason berendered incapable of discharging their duties.
4. The board of directors, either before or during any suchemergency, may, effective in the emergency, change the headoffice or designate several alternative head offices or regionaloffices, or authorize the officers so to do.
5. No officer, director, or employee acting in accordancewith any emergency bylaws shall be liable except for willfulmisconduct.
6. To the extent not inconsistent with any emergency bylawsso adopted, the bylaws of the corporation shall remain in effectduring any emergency and upon its termination the emergencybylaws shall cease to be operative.
7. Unless otherwise provided in emergency bylaws, notice ofany meeting of the board of directors during such an emergencymay be given only to such of the directors as it may be feasibleto reach at the time and by such means as may be feasible at thetime, including publication or radio.
8. To the extent required to constitute a quorum at anymeeting of the board of directors during such an emergency, theofficers of the corporation who are present shall, unlessotherwise provided in emergency bylaws, be deemed, in order ofrank and within the same rank in order of seniority, directorsfor such meeting.
(L. 1943 p. 410 § 26, A.L. 1965 p. 532, A.L. 1975 S.B. 14)