HRS §414D-37
Emergency Bylaws and Powers
This section lets a corporation's directors make special emergency bylaws that only work during a disaster when enough directors can't meet. These bylaws can set meeting rules and add substitute directors. Actions taken under them are valid and protect people from liability, but the bylaws stop once the emergency ends.
everyone
The statute, as written — Emergency bylaws and powers
(a) Unless the articles provide otherwise, the directors of a corporation may adopt, amend, or repeal bylaws to be effective only in an emergency defined in subsection (d). The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporation during the emergency, including: (1) How to call a meeting of the board; (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.