§ 55-2-07. Emergency bylaws.

170 words·~1 min read·/nc/chapter-55/55-2-07

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(a)Unless the articles of incorporation provide otherwise, the bylaws may contain provisions that become effective only during an emergency if the provisions are adopted in advance of an emergency. The emergency bylaws may contain all provisions necessary for managing the corporation during an emergency, including all of the following:

(1)Procedures for calling a meeting of the board of directors.

(2)Quorum requirements for the meeting.

(3)Designation of additional or substitute directors.

(b)All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency.

(c)Corporate action taken in good faith in accordance with the emergency bylaws binds the corporation and the fact that the action was taken by special procedures shall not be used to impose liability on a corporate director, officer, employee, or agent.

(d)An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event. (1989, c. 265, s. 1; 2025-33, s. 2(a).)