(a) Except as otherwise restricted by the articles of incorporation or bylaws of a corporation, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation delivers a ballot to every member entitled to vote on the matter. The corporation may deliver ballots by electronic transmission.
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Terms Used In Hawaii Revised Statutes 414D-104.5

  • articles: includes amended and restated articles of incorporation, and articles of merger. See Hawaii Revised Statutes 414D-14
  • Bylaws: means the code or codes of rules (other than the articles) adopted pursuant to this chapter for the regulation or management of the affairs of the corporation irrespective of the name or names by which the rules are designated. See Hawaii Revised Statutes 414D-14
  • 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.
  • Corporation: means a nonprofit corporation unless otherwise specified. See Hawaii Revised Statutes 414D-14
  • Deliver: includes mail. See Hawaii Revised Statutes 414D-14
  • Electronic transmission: means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process. See Hawaii Revised Statutes 414D-14
  • Member: means (without regard to what a person is called in the articles or bylaws) any person or persons having the rights and obligations of membership pursuant to a corporation's articles of incorporation or bylaws. See Hawaii Revised Statutes 414D-14
  • Quorum: The number of legislators that must be present to do business.
  • Vote: includes authorization by ballot and written consent. See Hawaii Revised Statutes 414D-14
(b) A ballot shall:

(1) Be either in written form or in the form of an electronic transmission;
(2) Set forth each proposed action;
(3) Provide an opportunity to vote for or withhold a vote for each candidate for election as a director or officer; and
(4) Provide an opportunity to vote for or against each proposed action.
(c) Approval by ballot pursuant to this section shall be valid only if:

(1) The number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting to authorize the action; and
(2) The number of affirmative votes equals or exceeds the number of affirmative votes for approval that would be required to approve the action at a meeting.
(d) All solicitations for votes by ballot shall:

(1) Indicate the number of responses needed to meet the quorum requirements;
(2) State the percentage of approvals necessary to approve each action; and
(3) Specify the time by which a ballot shall be received by the corporation in order to be counted.
(e) Except as otherwise provided in the articles of incorporation or bylaws of the corporation, a ballot shall not be revoked.

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