§ 55-3-03.  Emergency powers.

(a) Repealed by Session Laws 2025-33, s. 2(b), effective October 1, 2025.

(b) During an emergency, unless emergency bylaws provide otherwise, both of the following apply:

(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.

(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, to the extent necessary to achieve a quorum.

(b1) During an emergency, unless emergency bylaws provide otherwise, the board of directors may postpone a meeting of shareholders for which notice has been given or authorize shareholders to participate in a meeting by any means of remote communication that conforms with G.S. 55-7-09(b). The corporation shall give notice to shareholders, by such means and with such shorter advance notice as are reasonable in the circumstances, of any postponement, including any new date, time, or place, and shall describe any means of remote communication to be used.

(c) Corporate action taken in good faith under this section during an emergency to further the ordinary business affairs of the corporation binds the corporation and the fact that the action is taken by special procedures shall not be used to impose liability on a corporate director, officer, employee, or agent of the corporation.

(d) An emergency exists for purposes of subsection (b) of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event. An emergency exists for purposes of subsection (b1) of this section if, because of some catastrophic event, it is impracticable to convene a meeting of shareholders in accordance with this Chapter or the bylaws or as specified in a notice previously given for the meeting.  (1989, c. 265, s. 1; 2025-33, s. 2(b).)