26-24-125. Emergency provisions in lieu of bylaws.
(a) If the board of directors of a domestic insurer does not adopt emergency bylaws, the following provisions are effective in case of a national emergency:
(i) Three (3) directors constitute a quorum for the transaction of business at all board meetings;
(ii) Any board vacancy may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director;
(iii) If there are no surviving directors, but at least three (3) vice-presidents of the insurer survive, the three (3) vice-presidents with the longest term of service are the directors and possess all of the powers of the previous board of directors and any other powers granted under this chapter or by subsequently enacted legislation. By majority vote the emergency board of directors may elect other directors. If there are not at least three (3) surviving vice-presidents, the commissioner or designated person exercising the powers of the insurance commissioner of this state shall appoint three (3) persons as directors who possess all of the powers of the previous board of directors and any other powers granted under this chapter or by subsequently enacted legislation, and these persons by majority vote may elect other directors.
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