1. (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 in accordance with Section 10A-3A-9.20, may make all provisions necessary for managing the nonprofit corporation during the emergency, including:

   1. (1) procedures for calling a meeting of the board of directors;
   2. (2) quorum requirements for the meeting; and
   3. (3) designation of additional or substitute directors.
2. (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.

3. (c) Corporate action taken in good faith in accordance with the emergency bylaws:

   1. (1) binds the nonprofit corporation; and
   2. (2) may not be used to impose liability on a member, director, officer, employee, or agent of the nonprofit corporation.
4. (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.

(Act 2023-503, §1.)