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(Code 1981, §14-2-207, enacted by Ga. L. 1988, p. 1070, § 1.)
Source: Model Act, § 2.07. See former § 14-2-177.
The provisions permitting emergency bylaws have been broadened beyond former § 14-2-177, which covered nuclear attack "or other similar emergency", to cover any "catastrophic event" that means that a quorum of the board cannot be assembled (which could cover a crash of a corporate jet). Further, protection from liability for those acting pursuant to emergency bylaws has been changed. Formerly officers were liable only for willful misconduct; under the new provisions they are not liable for actions taken in good faith, which conforms the section with other liability provisions.
Cross-References Amendment of bylaws, see §§ 14-2-1020 et seq.,14-2-1113 and14-2-1133. Bylaws generally, see § 14-2-206. Emergency powers without bylaw provision, see § 14-2-303.
- 18A Am. Jur. 2d, Corporations, § 266 et seq.
- 18 C.J.S., Corporations, §§ 155, 156, 157, 167, 168, 169.
- Conflict of laws as to validity and effect of corporate bylaw, 27 A.L.R.2d 435.
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