181.0303 Emergency powers.
(1) Definition. In this section, “emergency" has the meaning given in s. 181.0207 (1).
(2) Powers. In anticipation of or during an emergency, the board or members of a corporation may do all of the following:
(a) Modify lines of succession to accommodate the incapacity of a director, officer, employee or agent.
(b) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
(3) Meetings. Unless emergency bylaws adopted under s. 181.0207 provide otherwise, all of the following apply to a meeting of the board during an emergency:
(a) The corporation need give notice of a meeting of the board 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) One or more officers of the corporation present at a meeting of the board may be considered to be a director for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(4) Action taken during emergency. Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation 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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