Missouri Laws 355.136 – Emergency powers
1. In anticipation of or during an emergency as defined in subsection 4 of this section, the board of directors of a corporation may modify lines of succession to accommodate the incapacity of any director, officer, employee or agent and relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
2. During an emergency as defined in subsection 4 of this section, unless emergency bylaws provide otherwise:
Terms Used In Missouri Laws 355.136
- board of directors: the board of directors except that no person or group of persons is the board of directors because of powers delegated to that person or group pursuant to section 355. See Missouri Laws 355.066
- Bylaws: the code or codes of rules, other than the articles, adopted pursuant to this chapter for the regulation or management of the affairs of the corporation, irrespective of the name or names by which such rules are designated. See Missouri Laws 355.066
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: public benefit and mutual benefit corporations. See Missouri Laws 355.066
- Directors: individuals, designated in the articles or bylaws or elected by the incorporator or incorporators, and their successors and individuals elected or appointed by any other name or title to act as members of the board. See Missouri Laws 355.066
- Principal office: the office, in or out of this state, so designated in the corporate registration report filed pursuant to section 355. See Missouri Laws 355.066
- Quorum: The number of legislators that must be present to do business.
(1) 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
(2) 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.
3. Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation binds the corporation.
4. An emergency exists for purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some catastrophic event.