KRS 271B.2-070: Emergency bylaws.

(1) Unless the articles of incorporation provide otherwise, the board of directors of a

corporation may adopt bylaws to be effective only in an emergency defined in

subsection (4) of this section. The emergency bylaws, which are subject to

amendment or repeal by the shareholders, may make all provisions necessary for

managing the corporation during the emergency, including:

(a) Procedures for calling a meeting of the board of directors;

(b) Quorum requirements for the meeting; and

(c) Designation of additional or substitute directors.

(2) 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.

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

(a) Shall bind the corporation; and

(b) Shall not be used to impose liability on a corporate director, officer, employee,

or agent.

(4) An emergency exists for purposes of this section if a quorum of the corporation's

directors cannot readily be assembled because of some catastrophic event.