Obviously the board of directors has substantial and broad authority with respect to exercising the powers of a corporation and corporate statutes in the various states generally include a lengthy list of those powers which are then typically interwoven into the charter documents (i.e., articles of incorporation and bylaws) of each corporation. One area that is sometimes neglected is how the affairs of the corporation will be managed during times of "emergency". Corporations have often adopted "emergency bylaws"; however, statutory authority for these rules is not universal. California recently became one of the states that recognized the authority of the board to engage in advance planning for situations that hopefully will never occur. See more at FINDLAW Corporate Counsel.