New Jersey § 15a:2-11

§ 15a:2-11.

a. The board of a corporation may adopt emergency bylaws, subject to repeal or change

by action of the members, which shall, notwithstanding any different provision elsewhere

in this act or in the certificate of incorporation or bylaws, 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 bylaws may make any provision that may be practical and necessary

for the circumstances of the emergency, including provisions that: (1) A meeting of the board may be called by any officer or trustee in the manner and

under the conditions as shall be prescribed in the emergency bylaws; (2) The trustees in attendance at the meeting, or any greater number fixed by the

emergency bylaws, shall constitute a quorum; and (3) The officers or other persons designated in a list approved by the board before

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

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

emergency, as may be provided in the emergency bylaws or in the resolution approving

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

board, be deemed trustees for that meeting. b. Before or during the emergency, the board may provide, and from time to time modify,

lines of succession in the event that during the emergency any officers or agents

of the corporation shall be rendered incapable of discharging their duties. c. Before or during the emergency, the board may change the head office or designate

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

do so, the change or designation to be effective during the emergency. d. To the extent not inconsistent with any emergency bylaws so adopted, the bylaws

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

the emergency bylaws shall be inoperative. e. Unless otherwise provided in emergency bylaws, notice of any meeting of the board

during the emergency need be given only to those of the trustees 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. f. To the extent required to constitute a quorum at any meeting of the board during

the emergency, the officers of the corporation who are present shall, unless otherwise

provided in emergency bylaws, be deemed, in order of rank and within the same rank

in order of seniority, trustees for that meeting. g. No officer, trustee or employee acting in accordance with any emergency bylaws

shall be liable except for willful misconduct. No officer, trustee or employee shall be liable for any action taken by that person

in good faith in the emergency in furtherance of the ordinary activities of the corporation

even though not authorized by the bylaws then in effect.