eLaws of Florida

  SECTION 617.0303. Emergency powers.  


Latest version.
  • 1(1) 2In anticipation of or during any emergency defined in subsection (5), the board of directors of a corporation may:
    21(a) 22Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and
    38(b) 39Relocate the principal office or designate alternative principal offices or regional offices or authorize the officers to do so.
    58(2) 59During an emergency defined in subsection (5), unless emergency bylaws provide otherwise:
    71(a) 72Notice 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;
    107(b) 108One 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; and
    153(c) 154The director or directors in attendance at a meeting, or any greater number affixed by the emergency bylaws, constitute a quorum.
    175(3) 176Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation:
    196(a) 197Binds the corporation; and
    201(b) 202May not be used to impose liability on a corporate director, officer, employee, or agent.
    217(4) 218An officer, director, or employee acting in accordance with any emergency bylaws is only liable for willful misconduct.
    236(5) 237An emergency exists for purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some catastrophic event.
    261(6) 262To the extent not inconsistent with any emergency bylaws so adopted, the bylaws of the corporation shall remain in effect during any emergency, and upon termination of the emergency, the emergency bylaws will cease to be operative.
History.-s. 25, ch. 90-179.

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