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IC 28-12-10-1
Adoption; effectiveness; management of corporation during
emergency
Sec. 1. Unless the articles of incorporation provide otherwise, the
board of directors of the corporation may adopt bylaws to be
effective only in an emergency. The emergency bylaws may make all
provisions necessary for managing the corporation during the
emergency, including the following:
(1) Procedures for calling a meeting of the board of directors.
(2) Quorum requirements for the meeting.
(3) Designation of additional or substitute directors.
As added by P.L.14-1992, SEC.162.
IC 28-12-10-2
Continuing effectiveness of regular bylaws; termination of
emergency
Sec. 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.
As added by P.L.14-1992, SEC.162.
IC 28-12-10-3
Effect of good faith corporate action
Sec. 3. 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 director, an officer,
an employee, or an agent.
As added by P.L.14-1992, SEC.162.
IC 28-12-10-4
Extraordinary event preventing quorum; continuation of
emergency
Sec. 4. An emergency exists for purposes of this chapter if an
extraordinary event prevents a quorum of the corporation's directors
from assembling in time to deal with the business for which the
meeting has been or is to be called.
As added by P.L.14-1992, SEC.162.