355.121. Emergency bylaws and powers. - Missouri Statutes

Emergency bylaws and powers.

355.121. 1. Unless the articles provide otherwise, thedirectors of a corporation may adopt, amend or repeal bylaws tobe effective only in an emergency defined in subsection 4 of thissection. The emergency bylaws, which are subject to amendment orrepeal by the members, may provide special procedures necessaryfor managing the corporation during the emergency, including:

(1) How to call a meeting of the board;

(2) Quorum requirements for the meeting; and

(3) Designation of additional or substitute directors.

2. All provisions of the regular bylaws consistent with theemergency bylaws remain effective during the emergency. Theemergency bylaws are not effective after the emergency ends.

3. Corporate action taken in good faith in accordance withthe emergency bylaws binds the corporation.

4. An emergency exists for purposes of this section if aquorum of the corporation's directors cannot readily be assembledbecause of some catastrophic event.

(L. 1994 H.B. 1095)

Effective 7-1-95