(a) Unless the article provides otherwise, the board of directors or the organizers of a cooperative may adopt bylaws to be effective only in an emergency. The emergency bylaws, which are subject to amendment or repeal by the members, may make all provisions necessary for managing the cooperative 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) Action taken in good faith in accordance with the emergency bylaws:
(1) Binds the cooperative; and
(2) May not be used to impose liability on a director, officer, employee or agent of the cooperative.
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