Preserve the board's authority record during a qualifying emergency

A serious disruption can prevent ordinary corporate communication and decision-making. For a Delaware corporation, retrieve the charter, ordinary bylaws, any emergency bylaws and relevant succession resolutions. Give counsel a factual account of the event, affected locations, available directors and communication limitations.

Section 110 addresses specified emergencies and emergency governance powers, including catastrophes and similar conditions described in the statute. Counsel should determine whether the actual event qualifies and which provisions apply. A busy director, routine absence or inconvenient meeting schedule should be handled through ordinary authority arrangements rather than assumed to trigger emergency powers.

Section 110 permits emergency bylaws and addresses matters such as calling meetings, quorum and designated succession arrangements. Its adoption and default provisions require careful application. Obtain counsel's instructions identifying the governing text, who may participate and the authority for the contemplated action.

Keep a dated list of directors and officers reached, the attempts to contact others and any approved succession provisions used. Do not convert every available executive into a director merely because the company needs a decision. Record the specific legal basis on which each participant is treated as authorized.

Name a person to record the meeting or action and preserve the materials available to decision-makers. Capture the time, participants, communication method, information considered and actual decision. Where records are incomplete because of the disruption, note the limitation contemporaneously instead of later writing a polished account that implies perfect information.

Use the feasible, counsel-approved notice process and retain its evidence. Identify actions taken under emergency provisions separately from those completed through ordinary rules. A compact record created during the event is more useful than a later statement that everything was necessary without explaining the circumstances or authority.

Translate the adopted decision into instructions stating the entity, authorized actor, permitted action and any duration or condition. Keep operational emergency response, payment access and corporate approval as distinct responsibilities. An emergency board resolution does not itself change a third party's contractual or account procedures.

If the event or proposed action changes materially, return the question to counsel and the authorized decision-makers. Preserve supplemental decisions with their own dates. Staff should be able to identify which instruction is current without relying on a general claim that normal controls have been suspended.

Section 110 states that emergency bylaws cease to operate when the emergency terminates, while ordinary bylaws remain effective to the extent consistent during the event. Ask counsel to identify the transition point and any remaining succession or follow-up issues under the actual documents.

Reconcile emergency decisions, implementation evidence and outstanding matters with the corporate custodian. Inform affected staff when temporary instructions end and restore the ordinary decision process. Preserve the emergency record as history, including its factual basis, so a later reviewer can distinguish the extraordinary authority used from the company's continuing governance rules.