Emergency bylaws

(a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an 61 14-2-207 CORPORATIONS & PARTNERSHIPS 14-2-207 emergency defined in subsection (d) of this Code section. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including: (1) Procedures for calling a meeting of the board of directors; (2) Quorum requirements for the meeting; and (3) Designation of additional or substitute directors. (b) 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. (c) Corporate action taken in good faith in accordance with the emergency bylaws: (1) Binds the corporation; and (2) May not be used to impose liability on a corporate director, officer, employee, or agent. (d) An emergency exists for purposes of this Code section if a quorum of the corporation’s directors cannot readily be assembled because of some catastrophic event. (Code 1981, § 14-2-207, enacted by Ga. L. 1988, p. 1070, § 1.) COMMENT Source: Model Act, § 2.07. See former § 14-2-177. The provisions permitting emergency bylaws have been broadened beyond former § 14-2-177, which covered nuclear attack ‘‘or other similar emergency’’, to cover any ‘‘catastrophic event’’ that means that a quorum of the board cannot be assembled (which could cover a crash of a corporate jet). Further, protection from liability for those acting pursuant to emergency bylaws has been changed. Formerly officers were liable only for willful misconduct; under the new provisions they are not liable for actions taken in good faith, which conforms the section with other liability provisions. Cross-References Amendment of bylaws, see §§ 14-2-1020 et seq., 14-2-1113 and 14-2-1133. Bylaws generally, see § 14-2-206. Emergency powers without bylaw provision, see § 14-2-303.