KRS 271B.3-030: Emergency powers.

(1) In anticipation of or during an emergency defined in subsection (4) of this section,

the board of directors of a corporation may:

(a) Modify lines of succession to accommodate the incapacity of any director,

officer, employee, or agent; and

(b) Relocate the principal office, designate alternative principal offices or regional

offices, or authorize the officers to do so.

(2) During an emergency defined in subsection (4) of this section, unless emergency

bylaws provide otherwise:

(a) Notice of a meeting of th e board of directors need be given only to those

directors whom it is practicable to reach and may be given in any practicable

manner, including by publication and radio; and

(b) One (1) or more officers of the corporation present at a meeting of the board

of directors may be deemed to be directors for the meeting, in order of rank

and within the same rank in order of seniority, as necessary to achieve a

quorum.

(3) Corporate action taken in good faith during an emergency under this section to

further the ordinary business affairs of the corporation:

(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 shall exist for purposes of this section if a quorum of the

corporation's directors cannot readily be assembled because of some catastrophic

event.