§ 110. Emergency bylaws and other powers in emergency.

[emergency bylaws] In an emergency (such as an epidemic or a nuclear disaster), the board (or, if a quorum cannot readily be convened, a majority of directors present) may adopt emergency bylaws for the duration of the emergency notwithstanding any different provision in the DGCL, charter, bylaws, or Chapter 7 of Title 5 [state banks and trust companies], and subject to repeal or change by stockholder action. The emergency bylaws may make any provision that may be practical and necessary for the emergency, including:
1. Allowing any officer or director to call board or committee meetings;
2. Reducing board quorum requirements, even to a single director present; and
3. Deeming as directors for board quorum purposes any persons designated on a list approved by the board before the emergency.
[lines of succession] The board, either before or during any such emergency, may provide, and from time to time modify, lines of succession in the event that during such emergency any or all officers or agents of the corporation shall for any reason be rendered incapable of discharging their duties.
[alternative head offices] The board, either before or during any such emergency, may, effective in the emergency, change the head office or designate several alternative head offices or regional offices, or authorize the officers so to do.
[liability limitation] No officer, director or employee acting in accordance with any emergency bylaws shall be liable except for wilful misconduct.
[effectiveness of normal and emergency bylaws] To the extent not inconsistent with any emergency bylaws, the bylaws shall remain in effect during any emergency and upon its termination the emergency bylaws shall cease to be operative.
[notice of board meetings] Unless otherwise provided in emergency bylaws, notice of any board meeting during such emergency may be given only to directors that can feasibly be reached and by such means as may be feasible at the time, including publication or radio.
[officers deemed directors] Unless otherwise provided in emergency bylaws and to the extent required to constitute a quorum, officers present shall be deemed directors at any board meeting during the emergency, in order of rank and within the same rank in order of seniority.
[non-exclusivity of this section] This section does not preclude other provisions for emergency powers provided they are consistent with other sections of the DGCL.
[stockholder meetings and dividends] During any emergency in the sense of (a), the board (or, if a quorum cannot readily be convened, a majority of directors present) may
1. with respect to a stockholder meeting, take any action that it determines to be practical and necessary to address the emergency notwithstanding anything to the contrary in the DGCL, charter, bylaws, or Chapter 7 of Title 5, including
  1. to postpone any such meeting (without changing the record date, irrespective of § 213), and
  2. in the case of a U.S. public corporation, to notify stockholders of any postponement or change of location (or to hold the meeting solely virtually) solely by a document publicly filed with the SEC pursuant to § 13, § 14 or § 15(d) of the Exchange Act and SEC rules thereunder (“SEC filing”); and
2. with respect to any dividend that has been declared as to which the record date has not occurred, change each of the record date and payment date to a later date or dates (provided the changed payment date is not more than 60 days after the changed record date);
provided that, in either case, the corporation gives notice of such change to stockholders as promptly as practicable thereafter (and in any event before the record date theretofore in effect), which notice, in the case of a public corporation, may be given solely by SEC filing.

No person shall be liable, and no stockholder meeting shall be postponed or voided, for failure to make a stocklist available pursuant to § 219 if it was not practicable to allow inspection during any such emergency condition.