Title 14, Chapter 2, Section 207
( 14-2-207)
(a) Unless the articles of incorporation provide otherwise, the
board of directors of a corporation may adopt bylaws to be effective
only in an emergency defined in subsection (d) of this Code section.
The emergency bylaws, which are subject to amendment or repeal by
the shareholders, may make all provisions necessary for managing the
corporation during the emergency, including: (1) Procedures for calling a meeting of the board of directors; (2) Quorum requirements for the meeting; and (3) Designation of additional or substitute directors. (b) All provisions of the regular bylaws consistent with the
emergency bylaws remain effective during the emergency. The
emergency bylaws are not effective after the emergency ends. (c) Corporate action taken in good faith in accordance with the
emergency bylaws: (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 Code section if a
quorum of the corporation's directors cannot readily be assembled
because of some catastrophic event. |