New Jersey § 14a:2-10

§ 14a:2-10.

(1) The board of a corporation may adopt emergency by-laws, subject to repeal or change

by action of the shareholders, which shall, notwithstanding any different provision

elsewhere in this act or in the certificate of incorporation or by-laws, be operative

during any emergency in the conduct of the business of the corporation resulting from

an attack on the United States or any nuclear or atomic disaster. The emergency by-laws may make any provision that may be practical and necessary

for the circumstances of the emergency, including provisions that (a) a meeting of the board may be called by any officer or director in such manner

and under such conditions as shall be prescribed in the emergency by-laws; (b) the director or directors in attendance at the meeting, or any greater number

fixed by the emergency by-laws, shall constitute a quorum; and (c) the officers or other persons designated in a list approved by the board before

the emergency, all in such order of priority and subject to such conditions and for

such period of time, not longer than reasonably necessary after the termination of

the emergency, as may be provided in the emergency by-laws or in the resolution approving

the list, shall, to the extent required to provide a quorum at any meeting of the

board, be deemed directors for such meeting. (2) Before or during any such emergency, the board may provide, and from time to time

modify, lines of succession in the event that during such an emergency any or all

officers or agents of the corporation shall for any reason be rendered incapable of

discharging their duties. (3) Before or during any such emergency, the board may change the head office or designate

several alternative head offices or regional offices, or authorize the officers so

to do, said change to be effective during the emergency. (4) To the extent not inconsistent with any emergency by-laws so adopted, the by-laws

of the corporation shall remain in effect during any such emergency and upon its termination

the emergency by-laws shall cease to be operative. (5) Unless otherwise provided in emergency by-laws, notice of any meeting of the board

during any such emergency need be given only to such of the directors as it may be

feasible to reach at the time and by such means as may be feasible at the time, including

publication, or other means of mass communication. (6) To the extent required to constitute a quorum at any meeting of the board during

any such emergency, the officers of the corporation who are present shall, unless

otherwise provided in emergency by-laws, be deemed, in order of rank and within the

same rank in order of seniority, directors for such meeting. (7) No officer, director or employee acting in accordance with any emergency by-laws

shall be liable except for willful misconduct. No officer, director or employee shall be liable for any action taken by him in

good faith in such an emergency in furtherance of the ordinary business affairs of

the corporation even though not authorized by the by-laws then in effect.