Guam § 28303 - Emergency Powers.

§ 28303. Emergency Powers.

(a) In anticipation of or during an emergency defined in subsection (d),

the board of directors of a corporation may:

(1) modify lines of succession to accommodate the incapacity of

any director, officer, employee, or agent; and

(2) relocate the principal office, designate alternative principal

offices or regional offices, or authorize the officers to do so.

(b) During an emergency defined in subsection (d), unless emergency

bylaws provide otherwise:

(1) notice of a meeting of the 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

(2) one 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.

(c) Corporate action taken in good faith during an emergency under this

section to further the ordinary business affairs of the corporation:

(1) binds the corporation; and

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(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.