15A:2-11 - Bylaws and other powers in emergency
15A:2-11. Bylaws and other powers in emergency a. The board of a corporation may adopt emergency bylaws, subject to repeal or change by action of the members, which shall, notwithstanding any different provision elsewhere in this act or in the certificate of incorporation or bylaws, be operative during any emergency in the conduct of the business of the corporation resulting from an attack on the United States or any nuclear or atomic disaster. The emergency bylaws may make any provision that may be practical and necessary for the circumstances of the emergency, including provisions that:
(1) A meeting of the board may be called by any officer or trustee in the manner and under the conditions as shall be prescribed in the emergency bylaws;
(2) The trustees in attendance at the meeting, or any greater number fixed by the emergency bylaws, shall constitute a quorum; and
(3) The officers or other persons designated in a list approved by the board before the emergency, all in the order of priority and subject to the conditions and for a 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, to the extent required to provide a quorum at any meeting of the board, be deemed trustees for that meeting.
b. Before or during the emergency, the board may provide, and from time to time modify, lines of succession in the event that during the emergency any officers or agents of the corporation shall be rendered incapable of discharging their duties.
c. Before or during the emergency, the board may change the head office or designate several alternative head offices or regional offices, or authorize the officers to do so, the change or designation to be effective during the emergency.
d. To the extent not inconsistent with any emergency bylaws so adopted, the bylaws of the corporation shall remain in effect during the emergency and upon its termination the emergency bylaws shall be inoperative.
e. Unless otherwise provided in emergency bylaws, notice of any meeting of the board during the emergency need be given only to those of the trustees as it may be feasible to reach at the time and by such means as may be feasible at the time, including publication, or other means of mass communication.
f. To the extent required to constitute a quorum at any meeting of the board during the emergency, the officers of the corporation who are present shall, unless otherwise provided in emergency bylaws, be deemed, in order of rank and within the same rank in order of seniority, trustees for that meeting.
g. No officer, trustee or employee acting in accordance with any emergency bylaws shall be liable except for willful misconduct. No officer, trustee or employee shall be liable for any action taken by that person in good faith in the emergency in furtherance of the ordinary activities of the corporation even though not authorized by the bylaws then in effect.
L.1983, c. 127, s. 15A:2-11, eff. Oct. 1, 1983.