A. Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency as prescribed in subsection D of this section. The emergency bylaws are subject to amendment or repeal by the shareholders and may make all provisions necessary for managing the corporation during the emergency, including all of the following:
Terms Used In Arizona Laws 10-207
- Action: includes any matter or proceeding in a court, civil or criminal. See Arizona Laws 1-215
- 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.
- Articles of incorporation: means the original or restated articles of incorporation or articles of merger and all amendments to the articles of incorporation or merger and includes amended and restated articles of incorporation and articles of amendment and merger. See Arizona Laws 10-140
- Board of directors: means the group of persons vested with the management of the affairs of the corporation irrespective of the name by which the group is designated and includes the governing body or bodies of a water users' association if the articles of incorporation of such water users' association provide for a governing body or bodies denominated other than as a board of directors. See Arizona Laws 10-140
- Bylaws: means the code of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name by which those rules are designated. See Arizona Laws 10-140
- 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.
- Employee: includes an officer but not a director. See Arizona Laws 10-140
- including: means not limited to and is not a term of exclusion. See Arizona Laws 1-215
- 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.
3. Designation of additional or substitute directors.
B. 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.
C. Corporate action taken in good faith in accordance with the emergency bylaws both:
1. Binds the corporation.
2. May not be used to impose liability on a corporate director, officer, employee or agent.
D. An emergency exists for purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of a local emergency, a state of emergency or a state of war emergency, all as defined in section 26-301.