180.0303 Emergency powers.

(1) In this section, “emergency" has the meaning given in s. 180.0207 (1).

(2) In anticipation of or during an emergency, the board of directors of a corporation may do all of the following:

(a) Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent.

(b) Relocate the principal office or designate alternative principal offices or regional offices, or authorize the officers to do so.

(3) Unless emergency bylaws adopted under s. 180.0207 provide otherwise, all of the following apply to a meeting of the board of directors during an emergency:

(a) Notwithstanding s. 180.0822 (2), the corporation need give notice of the meeting only to those directors whom it is practicable to reach, and the corporation may give notice in any practicable manner, including by publication and radio.

(b) Notwithstanding s. 180.0824 (1) and (2), one or more officers of the corporation present at a meeting of the board of directors may be considered 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.

(4) Notwithstanding ss. 180.0828, 180.0831 and 180.0833, corporate action taken in good faith in anticipation of or during an emergency under this section to further the ordinary business affairs of the corporation binds the corporation and may not be used to impose liability on a corporate director, officer, employee or agent.

History: 1989 a. 303; 1991 a. 16.