GENERAL BUSINESS CORPORATIONS
PURPOSES AND POWERS
30-29-303. EMERGENCY POWERS. (a) In anticipation of or during an emergency defined in subsection (d) of this section, the board of directors of a corporation may:
(1) Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; and
(2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
(b) During an emergency defined in subsection (d) of this section, unless emergency bylaws provide otherwise:
(1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner; and
(2) One (1) or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(c) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation:
(1) Binds the corporation; and
(2) May not be used to impose liability on a director, officer, employee or agent.
(d) An emergency exists for purposes of this section if a quorum of the board of directors cannot readily be assembled because of some catastrophic event.
[30-29-303, added 2015, ch. 243, sec. 58, p. 908; am. 2019, ch. 90, sec. 25, p. 243.]