180.0207 Emergency bylaws.
(1) In this section, “emergency" means a catastrophic event that prevents a quorum of the corporation's directors from being readily assembled.
(2) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws that are effective only in an emergency. The emergency bylaws may make all provisions necessary for managing the corporation during the emergency, including but not limited to the following:
(a) Procedures for calling a meeting of the board of directors.
(b) Quorum requirements for the meeting.
(c) Designation of additional or substitute directors.
(3) Provisions of the regular bylaws that are consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
(4) Notwithstanding ss. 180.0828, 180.0831 and 180.0833, corporate action taken in good faith in accordance with the emergency bylaws binds the corporation and may not be used to impose liability on a corporate director, officer, employee or agent.
History: 1989 a. 303.
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