31A-5-411. Continuity of management in emergencies.
(1) If an emergency is caused by an attack on the United States or by a nuclear or other
disaster which makes it impracticable for a corporation to conduct its business in strict accord
with applicable provisions of law, its articles, bylaws, or its charter, this section facilitates the
continued operation of a domestic insurance corporation.
(2) The board of any corporation may adopt emergency bylaws, subject to repeal or
change by action of those having power to adopt regular bylaws. These bylaws shall operate
during a national emergency. Notwithstanding any different provisions in the regular bylaws, the
applicable statutes, or the corporation's articles or charter, these emergency bylaws may make any
provision that is reasonably necessary for operation during the emergency.
(3) If the board of a corporation has not adopted emergency bylaws, the following
provisions are effective in a national emergency:
(a) Three directors constitute a quorum for the transaction of business at all meetings of
the board.
(b) A vacancy on the board may be filled by a majority of the remaining directors, though
less than a quorum, or by a sole remaining director.
(c) (i) If there are no surviving directors, but at least three officers of the corporation
survive, the three officers with the longest term of service become the directors and possess all of
the powers of the previous board and the powers that are granted under this section. The
emergency board may elect other directors by a majority vote.
(ii) If there are not three surviving officers, the commissioner shall appoint three natural
persons, including any surviving officers, as directors. They shall possess all of the powers of the
previous board and any powers granted under this section. The emergency board may elect other
directors by majority vote.
(4) The board of a corporation may, by resolution adopted by the board, provide that in
the event of a national emergency and in the event of the death or incapacity of specified officers
of the corporation, those officers shall be succeeded by the persons described in a succession list.
The list may name persons or position titles. It shall establish the order of priority, successors in
office, and it may prescribe the conditions for exercise of the powers of the office.
(5) The board of a corporation may, by resolution, provide that in a national emergency
the home office or principal place of business is a location named in the resolution. The
resolution may provide for alternate locations and establish an order of preference.
Enacted by Chapter 242, 1985 General Session
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Last revised: Thursday, May 28, 2009