Illinois Statutes Chapter 805. Business Organizations § 5/2.30. Emergency by-laws

§ 2.30. Emergency by-laws. The board of directors of any corporation, subject to approval by not less than a majority of the shares voting on the proposal, may adopt emergency by-laws, subject to repeal or change by action of the shareholders, which, to the extent therein provided and notwithstanding any different provisions elsewhere in this Act or in the articles of incorporation or by-laws, shall be operative upon (a) the declaration of a civil defense emergency by the President of the United States or by concurrent resolution of the Congress of the United States pursuant to Title 50, Appendix, Section 2291 of the United States Code, or any amendment thereof,  1 or (b) upon a proclamation of a civil defense emergency by the Governor of the State of Illinois which relates to an attack or imminent attack on the United States or any of its possessions. Such emergency by-laws shall cease to be effective and shall be suspended upon any proclamation by the President of the United States, or the passage by the Congress of a concurrent resolution, or any declaration by the Governor of Illinois that such civil defense emergency no longer exists.

Emergency by-laws adopted pursuant to this Act may contain such provisions as may be deemed practical and necessary for the interim management of the affairs of the corporation, including, without limitation, provisions with respect to the number of directors or shareholders who shall constitute a quorum at a meeting of the board of directors or the shareholders, the number of votes necessary for action by such board or by the shareholders, the procedure for holding a special election of directors and the procedure for calling and holding meetings of shareholders or directors. No officer, director or employee shall be liable for any action taken by him in good faith in such an emergency to protect or preserve assets of the corporation endangered by the existence of such emergency even though not authorized by the by-laws then in effect.

Notwithstanding anything contained herein to the contrary, emergency by-laws adopted pursuant to this Act shall not supersede the regular by-laws of the corporation, the articles of incorporation or the provisions of this Act, in respect to amending the articles of incorporation or the regular by-laws of the corporation, adopting a plan of merger, consolidation or exchange of shares with another corporation or corporations, authorizing the sale, lease, exchange or other disposition of all or substantially all of the property and assets of the corporation other than in the usual and regular course of business, authorizing a liquidating dividend, or authorizing the dissolution of the corporation; and the regular by-laws of the corporation, the articles of incorporation and the provisions of this Act shall continue in full force and effect for such purposes.