362.048. 1. The board of directors of any bank or trust company may adopt emergency bylaws, subject to repeal or change by action of the stockholders or directors as may be provided in the articles of agreement, which shall, notwithstanding any different provision elsewhere in this chapter or in the articles of agreement or bylaws, be operative during any emergency resulting from an attack on the United States or any nuclear or atomic disaster, or during an emergency authorized under section 44.100. As soon as practicable, the board of directors or president of the financial institution shall notify the director of finance of the implementation of emergency bylaws and the status of the financial institution's operations and emergency response. The emergency bylaws may make any provision that may be practical and necessary for the circumstances of the emergency, including provisions that:
(1) A meeting of the board of directors may be called by any officer or director in such manner and under such conditions as shall be prescribed in the emergency bylaws;
(2) The director or directors in attendance at the meeting, or any greater number fixed by the emergency bylaws, shall constitute a quorum; and
(3) The officers or other persons designated on a list approved by the board of directors before the emergency, all in such order of priority and subject to such conditions and for such period of time (not longer than reasonably necessary after the termination of the emergency) as may be provided in the emergency bylaws or in the resolution approving the list, shall, to the extent required to provide a quorum at any meeting of the board of directors, be deemed directors for such meeting.
2. The board of directors, either before or during any such emergency, may provide, and from time to time modify, lines of succession in the event that during such an emergency any or all officers or agents of the corporation shall for any reason be rendered incapable of discharging their duties.
3. The board of directors, either before or during any such emergency, may, effective in the emergency, change the office or designate several alternative officers, or authorize the officers so to do.
4. No officer, director, or employee acting in accordance with any emergency bylaws shall be liable except for willful misconduct.
5. To the extent not inconsistent with any emergency bylaws so adopted, the bylaws of the bank or trust company shall remain in effect during any emergency and upon its termination the emergency bylaws shall cease to be operative.
6. Unless otherwise provided in emergency bylaws, notice of any meeting of the board of directors during such an emergency may be given only to such of the directors as it may be feasible to reach at the time and by such means as may be feasible at the time, including publication or radio.
7. To the extent required to constitute a quorum at any meeting of the board of directors during such an emergency, the officers of the bank or trust company who are present shall, unless otherwise provided in emergency bylaws, be deemed, in order of rank and within the same rank in order of seniority, directors for such meeting.
(L. 1967 p. 445, A.L. 2008 S.B. 951)
Missouri General Assembly