Guam § 28205 - Emergency Bylaws.

§ 28205. Emergency Bylaws.

(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 defined in subsection (d). The emergency bylaws, which are

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subject to amendment or repeal by the shareholders, may make all provisions

necessary for managing the corporation during the emergency, including:

(1) procedures for calling a meeting of the board of directors;

(2) quorum requirements for the meeting; and

(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:

(1) binds the corporation; and

(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 some

catastrophic event.

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ARTICLE 3

PURPOSES AND POWERS