HRS §414-37
Emergency rules for running a corporation during a crisis
This section lets a corporation's board adopt special emergency bylaws to manage the company during a catastrophic event when enough directors cannot meet. These emergency rules can change how meetings are called, what counts as a quorum, and who serves as a director. They only work during the emergency and protect people acting in good faith from liability.
employees
The statute, as written — Emergency bylaws
(a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d). The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including: (1) Procedures for calling a meeting of the board of directors; (2) Quorum requirements for the meeting; and (3) Designation of additional or substitute directors. (b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends. (c) Corporate action taken in good faith in accordance with the emergency bylaws: (1) Binds the corporation; and (2) May not be used to impose liability on a corporate director, officer, employee, or agent. (d) 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.
LawTrove is not legal advice. The summary above is a computer-generated restatement — the authoritative text is the official version linked above.