193.305 Emergency powers.
(1) In anticipation of or during an emergency, as defined in sub. (4), the board may do any of the following:
(a) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent.
(b) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
(2) All of the following apply during an emergency, as defined in sub. (4), unless emergency bylaws under s. 193.241 (7) provide otherwise:
(a) Notice of a meeting of the board need be given only to those directors whom it is practicable to reach and may be given in any practicable manner.
(b) One or more officers of the cooperative present at a meeting of the board 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.
(3) Action taken in good faith during an emergency under this section to further the ordinary business affairs of the cooperative:
(a) Binds the cooperative.
(b) May not be the basis for the imposition of liability on any director, officer, employee, or agent of the cooperative on the ground that the action was not authorized cooperative action.
(4) An emergency exists for purposes of this section if a quorum of the directors cannot readily be obtained because of a catastrophic event.
History: 2005 a. 441.
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