§ 55-3-03. Emergency powers. - North Carolina Statutes

§55‑3‑03.  Emergency powers.

(a)        In anticipation ofor during an emergency defined in subsection (d), the board of directors of acorporation may:

(1)        Modify lines ofsuccession to accommodate the incapacity of any director, officer, employee, oragent; and

(2)        Relocate theprincipal office, designate alternative principal offices or regional offices,or authorize the officers to do so.

(b)        During an emergencydefined in subsection (d), unless emergency bylaws provide otherwise:

(1)        Notice of a meetingof the board of directors need be given only to those directors whom it ispracticable to reach and may be given in any practicable manner, including bypublication and radio; and

(2)        One or more officersof the corporation present at a meeting of the board of directors may be deemedto be directors for the meeting, in order of rank and within the same rank inorder of seniority, as necessary to achieve a quorum.

(c)        Corporate actiontaken in good faith during an emergency under this section to further the ordinarybusiness affairs of the corporation binds the corporation and the fact thatsaid action is taken by special procedures may not be used to impose liabilityon a corporate director, officer, employee, or agent.

(d)        An emergency existsfor purposes of this section if a quorum of the corporation's directors cannotreadily be assembled because of some catastrophic event. (1989,c. 265, s. 1.)