Section 355.121

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 355

Effective - 01 Jul 1995, see footnote   

  355.121.  Emergency bylaws and powers. — 1.  Unless the articles provide otherwise, the directors of a corporation may adopt, amend or repeal bylaws to be effective only in an emergency defined in subsection 4 of this section.  The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporation during the emergency, including:

  (1)  How to call a meeting of the board;

  (2)  Quorum requirements for the meeting; and

  (3)  Designation of additional or substitute directors.

  2.  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.

  3.  Corporate action taken in good faith in accordance with the emergency bylaws binds the corporation.

  4.  An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.

­­--------

(L. 1994 H.B. 1095)

Effective 7-01-95