Maine Revised Statutes

§303. Emergency powers

1. Emergency defined.  For the purposes of this section, an emergency exists if a quorum of the corporation's directors can not readily be assembled because of some catastrophic event.
[ 2001, c. 640, Pt. A, §2 (NEW); 2001, c. 640, Pt. B, §7 (AFF) .]
2. Authorized powers in event of emergency.  In anticipation of or during an emergency, the board of directors of a corporation may:
A. Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; and [2001, c. 640, Pt. A, §2 (NEW); 2001, c. 640, Pt. B, §7 (AFF).]
B. Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so. [2001, c. 640, Pt. A, §2 (NEW); 2001, c. 640, Pt. B, §7 (AFF).]
[ 2001, c. 640, Pt. A, §2 (NEW); 2001, c. 640, Pt. B, §7 (AFF) .]
3. Notice of meeting; quorum.  During an emergency, unless emergency bylaws pursuant to chapter 2 provide otherwise:
A. 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 [2001, c. 640, Pt. A, §2 (NEW); 2001, c. 640, Pt. B, §7 (AFF).]
B. 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. [2001, c. 640, Pt. A, §2 (NEW); 2001, c. 640, Pt. B, §7 (AFF).]
[ 2001, c. 640, Pt. A, §2 (NEW); 2001, c. 640, Pt. B, §7 (AFF) .]
4. Effect of corporate action taken during emergency.  Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation:
A. Binds the corporation; and [2001, c. 640, Pt. A, §2 (NEW); 2001, c. 640, Pt. B, §7 (AFF).]
B. May not be used to impose liability on a corporate director, officer, employee or agent. [2001, c. 640, Pt. A, §2 (NEW); 2001, c. 640, Pt. B, §7 (AFF).]
[ 2001, c. 640, Pt. A, §2 (NEW); 2001, c. 640, Pt. B, §7 (AFF) .]
SECTION HISTORY
2001, c. 640, §A2 (NEW). 2001, c. 640, §B7 (AFF).

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