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Bylaws and other powers in emergency - 15 Pa. Cons. Stat. § 1509

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     § 1509.  Bylaws and other powers in emergency.
        (a)  General rule.--Except as otherwise restricted in the
     bylaws, the board of directors of any business corporation may
     adopt emergency bylaws, subject to repeal or change by action of
     the shareholders, which shall, notwithstanding any different
     provisions of law or of the articles or bylaws, be effective
     during any emergency resulting from an attack on the United
     States, a nuclear disaster or another catastrophe as a result of
     which a quorum of the board cannot readily be assembled. The
     emergency bylaws may make any provision that may be appropriate
     for the circumstances of the emergency, including:
            (1)  Procedures for calling meetings of the board.
            (2)  Quorum requirements for meetings.
            (3)  Procedures for designating additional or substitute
        directors.
        (b)  Lines of succession; head office.--The board of
     directors, either before or during any emergency, may provide,
     and from time to time modify, lines of succession in the event
     that during the emergency any or all officers or agents of the
     corporation shall for any reason be rendered incapable of
     discharging their duties and may, effective in the emergency,
     change the head offices or designate several alternative head
     offices or regional offices of the corporation or authorize the
     officers to do so.
        (c)  Personnel not liable.--A representative of the
     corporation:
            (1)  Acting in accordance with any emergency bylaws shall
        not be liable except for willful misconduct.
            (2)  Shall not be liable for any action taken by him in
        good faith in an emergency in furtherance of the ordinary
        business affairs of the corporation even though not
        authorized by the emergency or other bylaws then in effect.
        (d)  Effect on regular bylaws.--To the extent not
     inconsistent with any emergency bylaws so adopted, the bylaws of
     the corporation shall remain in effect during any emergency and,
     upon its termination, the emergency bylaws shall cease to be
     effective.
        (e)  Procedure in absence of emergency bylaws.--Unless
     otherwise provided in emergency bylaws, notice of any meeting of
     the board of directors during an emergency shall be given only
     to those directors it is feasible to reach at the time and by
     such means as are feasible at the time, including publication,
     radio or television. To the extent required to constitute a
     quorum at any meeting of the board of directors during any
     emergency, the officers of the corporation who are present
     shall, unless otherwise provided in emergency bylaws, be deemed,
     in order of rank and within the same rank in order of seniority,
     directors for the meeting.

Last modified: November 27, 2007