2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 15 - Corporate Powers, Duties and Safeguards › Section 1509 - Bylaws and other powers in emergency

§ 1509. Bylaws and other powers in emergency.
(a) General rule.--
Except as otherwise restricted in the bylaws, the board of directors of any business corporation may adopt emergency bylaws, subject to repeal or change by action of the shareholders, which shall, notwithstanding any different provisions of law or of the articles or bylaws, be effective during an emergency. The emergency bylaws may make any provision that may be appropriate for the circumstances of the emergency, including:
(1) Procedures for calling meetings of the board.
(2) Quorum requirements for meetings of the board.
(3) Procedures for designating additional or substitute directors.
(b) Lines of succession; head office.--
The board of directors or the officers, if authorized by the board of directors, either before or during any emergency, may:
(1) provide, and from time to time modify, lines of succession in the event that during the emergency any or all officers or agents of the corporation shall for any reason be rendered incapable of discharging their duties; and
(2) effective in the emergency, change the head offices or designate several alternative head offices or regional offices of the corporation.
(c) Representatives not liable.--
A representative of the corporation:
(1) Acting in accordance with any emergency bylaws in effect at the time or otherwise in accordance with this section is not personally liable for monetary damages except for:
(i) self-dealing, willful misconduct or recklessness;
(ii) violation of a criminal statute; or
(iii) payment of taxes pursuant to Federal, State or local law.
(2) Is not liable for any action taken by the representative in good faith in an emergency in furtherance of the ordinary business affairs of the corporation even though not authorized by the emergency or other bylaws then in effect.
(d) Effect on regular bylaws.--
To the extent not inconsistent with any emergency bylaws, the bylaws of the corporation shall remain in effect during any emergency and, upon its termination, the emergency bylaws shall cease to be effective.
(e) Procedure in absence of emergency bylaws.--
Unless otherwise provided in emergency bylaws, notice of any meeting of the board of directors during an emergency shall be given only to those directors it is feasible to reach at the time and by such means as are feasible at the time, including publication, radio or television. To the extent required to constitute a quorum at any meeting of the board of directors during any emergency, the officers of the corporation who are present at the meeting shall, unless otherwise provided in emergency bylaws, be deemed, in order of rank and within the same rank in order of seniority, directors for the meeting. An officer serving as a director under this subsection shall be subject to, and entitled to the benefits of, the provisions of this subpart relating to directors.
(f) Corporate actions.--
A corporate action to further the ordinary business affairs of the corporation that is taken in accordance with any emergency bylaws in effect at the time or otherwise in accordance with this section is valid and binding on the corporation.
(g) Shareholder meetings.--
The required time for holding the annual meeting of the shareholders of a corporation provided in section 1755(a) (relating to time of holding meetings of shareholders) or the articles or bylaws is tolled during an emergency. The board of directors, acting by a majority of those directors that can be assembled, may take any action during an emergency that the board determines to be practical and necessary to address the circumstances of the emergency with respect to a meeting of shareholders notwithstanding anything to the contrary in this subpart or in the articles or bylaws. The actions the board may take include:
(1) postponing the meeting to a later time or date, with the record date for determining the shareholders entitled to notice of, and to vote at, the meeting applying to the postponed meeting without regard to section 1763 (relating to determination of shareholders of record); and
(2) with respect to a registered corporation, notifying the shareholders of any postponement or a change of the place of the meeting, or a change to hold the meeting solely by means of remote communication, solely by a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to section 13, 14 or 15(d) of the Exchange Act and the rules and regulations thereunder.
(h) Declared distributions.--
The board of directors, acting by a majority of the directors that can be assembled, may change during an emergency the record date or payment date of a distribution that has been declared if the record date has not yet occurred. If the board acts under this subsection:
(1) the new payment date must be not more than 60 days after the record date that applies to the new payment date; and
(2) the corporation must give notice of the changes to shareholders as promptly as practicable thereafter, and in any event before the record date theretofore in effect, which notice, in the case of a registered corporation, may be given solely by a document publicly filed with the Securities and Exchange Commission pursuant to section 13, 14 or 15(d) of the Exchange Act and the rules and regulations thereunder.
(i) Definition.--
As used in this section, and for no other purpose, "emergency" means a period during which a quorum of the board, or of persons on whom the powers and duties of the board have been conferred or imposed under section 1721, cannot be assembled as a result of:
(1) an attack on the United States;
(2) a nuclear disaster;
(3) an epidemic or pandemic;
(4) a state of emergency under Federal or state law covering a geographic area in which the corporation has its principal office or a significant regional office or operation; or
(5) any other catastrophe or disaster.
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)