§ 98. Change of location; emergency boards of directors. 1.
Notwithstanding any provision of its charter, any domestic organization,
without complying with any provision of law requiring approval or
application for approval of a change of location of its principal
office, may from time to time change the location thereof during an
acute emergency to a suitable location within the United States, and may
carry on its business at such new location during such acute emergency
and for a reasonable time thereafter. Any organization which changes the
location of its principal office during an acute emergency shall notify
the superintendent thereof in writing as soon as practicable, stating
the address of the new location, the address of the former location, and
the dates when business is ceasing at the former location and commencing
at the latter location.

2. Notwithstanding any contrary provision of law or of its charter, if
at any time during an acute emergency affecting any domestic
organization, no person otherwise empowered to call meetings of its
board is capable of acting, a meeting thereof may be called by any
director or acting director, or if no director or acting director is
capable of acting, by any officer or acting officer. If it shall be
impracticable or impossible to give notice of a meeting of the board in
the manner prescribed by charter and law other than this article, the
person calling such a meeting may give notice thereof by making such
reasonable efforts as circumstances may permit to notify each director
and acting director of the time and place of the meeting, but need not
specify the purposes thereof. Failure of any director or acting director
to receive actual notice of a meeting of directors and acting directors
shall not affect the power of the directors and acting directors present
at such meeting to exercise the powers of an emergency board of
directors as prescribed in this section. Nothing contained in this
article shall be construed as requiring a meeting of the board of such
an organization to be convened in any manner different from that
prescribed by its charter and by the provisions of law other than this
article.

3. If three or more directors and/or acting directors of any domestic
organization are present at any meeting of its board duly convened
during an acute emergency affecting such domestic organization, they
shall constitute its emergency board of directors which, notwithstanding
any contrary provision of law or of its charter, shall have the power,
subject to the limitations prescribed in this article, by a majority of
those present, to take any and every action which may be necessary to
enable such domestic organization to meet the exigencies of the acute
emergency and conduct its business during such period, but no other
powers. The powers of an emergency board of directors shall include but
shall not be limited to the following powers:

(a) At any meeting, to elect such acting directors as it may deem
necessary, without regard to the number of directors which would
otherwise be required, to serve in any positions on such board which are
vacant or in place of any directors or acting directors who are absent
from such meeting, but not to elect any director on a permanent basis.

(b) To elect such acting officers as it may deem necessary, without
regard to the number of officers which would otherwise be required, to
serve in any offices which are vacant or in place of any officers or
acting officers who fail to appear and assume their duties, to fix the
compensation and determine the powers and duties of acting officers and
to remove acting officers but not to remove any officer or to fill any
vacancy on a permanent basis or to cause the organization to enter into
any contract of employment for a term of over one year.

(c) To cause the organization to change the location of its principal
office, pursuant to subdivision one hereof, or any of its places of
business, and to authorize such action as it may deem appropriate to
acquire space and facilities at the new locations, but not to acquire
for use as its principal office property in fee or for a term of over
one year.

(d) To postpone any meeting of the stockholders, policyholders or
members or directors of such organization if, in the judgment of the
majority of the members of such emergency board of directors, it would
be impracticable to hold such meeting at the time it would otherwise
have been held or conducted.

(e) If it shall appear to an emergency board of directors that a
quorum of the board cannot be assembled within a reasonable time, to
call a meeting of the stockholders, policyholders, or members of the
organization to be held as soon as the circumstances may reasonably
permit, at a place to be designated by the emergency board of directors
within this state or a contiguous state, for the purpose of electing
directors to fill vacancies on the board, but for no other purpose, and
to propose nominees for such election. Any such meeting of stockholders,
policyholders, or members shall be held upon notice given in accordance
with the charter of the organization and applicable law other than this
article.

4. As soon as practicable after each meeting of an emergency board of
directors, the person who presided thereat shall notify the
superintendent in writing of the time and place of such meeting, of the
manner in which notice thereof was given, of the persons present, and of
all actions taken at such meeting.

5. No person prohibited by law or by the charter of a domestic
organization from serving as a member of its board shall be eligible to
serve as an acting director except that no person shall be disqualified
to serve as an acting director by reason of his not being a stockholder,
policyholder or member of such organization, by reason of his not being
a resident of this state or of a contiguous state, or by reason of the
number of the directors or acting directors who are officers, acting
officers or employees of the organization. Any person may serve as an
acting director of a fund who is a director, acting director, officer or
acting officer of an organization which is a party to the agreement
creating the fund. No oath of acting directors shall be required.

6. Acting directors elected pursuant to the provisions of this section
or appointed pursuant to the provisions of section ninety-nine of this
article shall be entitled to notice of and to vote at all meetings of an
emergency board of directors equally with directors. Acting directors
shall not be entitled to take part in the deliberations or to vote at
any meeting of the board which is duly convened in accordance with the
applicable provisions of its charter and of law other than this article
and at which a quorum is present. Each acting director shall serve until
the director or acting director in whose place he was elected or
appointed shall attend a meeting of the board or until a director is
duly elected to fill the vacancy in which such acting director has been
serving, whichever event occurs earlier. An acting director shall be
entitled to the compensation, if any, payable to a director.

7. Acting officers elected pursuant to this section shall have such
powers and duties and receive such compensation as may from time to time
be determined by the board or emergency board of directors. Each acting
officer shall serve until the officer in whose place he was elected
shall appear and assume his duties or until his successor officer or
acting officer shall be elected, whichever event occurs earlier.