Emergency Bylaws

1. Law
2. Georgia Code
3. Corporations, Partnerships, and Associations
4. Business Corporations
5. Incorporation
6. Emergency Bylaws

1. Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an 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.
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.
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 corporate director, officer, employee, or agent.
4. 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.)

RESEARCH REFERENCES

Am. Jur. 2d.

- 18A Am. Jur. 2d, Corporations, § 266 et seq.

C.J.S.

- 18 C.J.S., Corporations, §§ 155, 156, 157, 167, 168, 169.

ALR.

- Conflict of laws as to validity and effect of corporate bylaw, 27 A.L.R.2d 435.

ARTICLE 3 PURPOSES AND POWERS

Law reviews.

- For article, "Changes in Corporate Practice under Georgia's New Business Corporation Code," see 40 Mercer L. Rev. 655 (1989). For article, "Georgia's New Business Corporation Code," see 24 Ga. St. B. J. 158 (1988).

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