(a) A corporation shall hold a special meeting of shareholders:

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Terms Used In Hawaii Revised Statutes 414-122

  • Articles of incorporation: include amended and restated articles of incorporation and articles of merger. See Hawaii Revised Statutes 414-3
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Deliver: includes mail. See Hawaii Revised Statutes 414-3
  • Person: includes individual and entity. See Hawaii Revised Statutes 414-3
  • Principal office: means the office (in or out of this State) so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located. See Hawaii Revised Statutes 414-3
  • Record date: means the date established under part [VII or VIII] of this chapter on which a corporation determines the identity of its shareholders and their shareholdings for purposes of this chapter. See Hawaii Revised Statutes 414-3
  • Secretary: means the corporate officer to whom the board of directors has delegated responsibility under section 414-231(c) for preparation and custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation. See Hawaii Revised Statutes 414-3
  • Shareholder: means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. See Hawaii Revised Statutes 414-3
(1) On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; or
(2) If the holders of at least ten per cent of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation’s secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held.
(b) If not otherwise fixed under section 414-123 or 414-127, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.
(c) Special shareholders’ meetings may be held in or out of this State at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, special meetings shall be held at the corporation’s principal office. Notwithstanding the foregoing, the bylaws may authorize the board of directors, in its sole discretion, to determine that the special meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized by section 414-121(c).
(d) Only business within the purpose or purposes described in the meeting notice required by section 414-125(c) may be conducted at a special shareholders’ meeting.

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