Extract to table

The board of directors must approve a proposed charter amendment extending exculpation to officers, in accordance with the procedures set forth in DGCL § 242(b)

• The amendment should include a "savings clause" providing that, to the fullest extent permitted by future amendments to the DGCL, the exculpation provision shall be interpreted to provide the maximum protection available under law

Emergency bylaws may establish lines of succession for officers, designating the order in which officers or other individuals shall assume the duties and authority of an incapacitated or unavailable officer

Section 110 further provides that no officer, director, employee, or agent of the corporation shall be liable for actions taken in good faith in accordance with emergency bylaws

During an emergency, any one director present in person or by remote communication shall constitute a quorum for the transaction of business at any meeting of the board of directors or any committee thereof

Notice of any such meeting may be given by any practicable means, including telephone, electronic mail, or other electronic communication, and shall be given to such of the directors as it may be feasible to reach