181.0207 Emergency bylaws.
(1) Definition. In this section, “emergency" means a catastrophic event that prevents a quorum of the corporation's directors or members from being readily assembled.
(2) Adoption of emergency bylaws. Unless the articles of incorporation provide otherwise, the board of a corporation may adopt bylaws that are effective only in an emergency. Emergency bylaws are subject to amendment or repeal by the board or by the members, if any. Emergency bylaws may provide special procedures necessary for managing the corporation during the emergency, including any of the following:
(a) Procedures for calling a meeting of the board.
(b) Quorum requirements for the meeting.
(c) Designation of additional or substitute directors.
(3) Effectiveness. 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) Action taken under emergency bylaws. Notwithstanding ss. 181.0831 and 181.0833, 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, member, employee or agent.
History: 1997 a. 79.
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