(805 ILCS 105/102.30) (from Ch. 32, par. 102.30)
Sec. 102.30.
Emergency bylaws.
The board of directors
of any corporation, subject to approval by not less than a
majority of the members voting on the proposal, may adopt
emergency bylaws, subject to repeal or change by action of
the members, which, to the extent therein provided and
notwithstanding any different provisions elsewhere in this
Act or in the articles of incorporation or bylaws, shall be
operative upon (a) the declaration of a civil defense
emergency by the President of the United States or by
concurrent resolution of the Congress of the United States
pursuant to Title 50, Appendix, Section 2291 of the United
States Code, or any amendment thereof, or (b) upon a
proclamation of a civil defense emergency by the Governor of
the State of Illinois which relates to an attack or imminent
attack on the United States or any of its possessions. Such
emergency bylaws shall cease to be effective and shall be
suspended upon any proclamation by the President of the
United States, or the passage by the Congress of a
concurrent resolution, or any declaration by the Governor of
Illinois that such civil defense emergency no longer exists.
Emergency bylaws adopted pursuant to this Act may contain
such provisions as may be deemed practical and necessary for
the interim management of the affairs of the corporation,
including, without limitation, provisions with respect to
the number of directors or members who shall constitute a
quorum at a meeting of the board of directors or the
members, the number of votes necessary for action by such
board or by the members, the procedure for holding a special
election of directors and the procedure for calling and
holding meetings of members or directors. No officer,
director or employee shall be liable for any action taken by
him or her in good faith in such an emergency to protect or
preserve assets of the corporation endangered by the
existence of such emergency even though not authorized by
the bylaws then in effect.
Notwithstanding anything contained herein to the contrary,
emergency bylaws adopted pursuant to this Act shall not
supersede the regular bylaws of the corporation, the
articles of incorporation or the provisions of this Act, in
respect of amending the articles of incorporation or the
regular bylaws of the corporation, adopting a plan of
merger or consolidation with another corporation or
corporations, authorizing the sale, lease, exchange, or
other disposition of all or substantially all of the
property and assets of the corporation other than in the
usual and regular course of business, or authorizing the
dissolution of the corporation; and the regular bylaws of
the corporation, the articles of incorporation and the
provisions of this Act shall continue in full force and
effect for such purposes.
(Source: P.A. 84-1423.)
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