(a) Unless the certificate of incorporation provides otherwise, bylaws may be adopted to be effective only in an emergency defined in subsection (d). The emergency bylaws, which are subject to amendment or repeal by the stockholders, may make all provisions necessary for managing the corporation during the emergency, including:
Terms Used In Alabama Code 10A-2A-2.06
Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
certificate of incorporation: as used in this chapter is synonymous to the term "certificate of formation" used in Chapter 1. See Alabama Code 10A-2A-1.40
Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
Quorum: The number of legislators that must be present to do business.
(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.(b) All provisions of the regular bylaws not inconsistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.(c) 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, officer, employee, or agent of the corporation.(d) An emergency exists for purposes of this section if a quorum of the board of directors cannot readily be assembled because of some catastrophic event.
