(a) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner.
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Terms Used In Hawaii Revised Statutes 414D-105

  • articles: includes amended and restated articles of incorporation, and articles of merger. See Hawaii Revised Statutes 414D-14
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • 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
  • Directors: means individuals, designated in the articles or bylaws or elected by the incorporators, and their successors and individuals elected or appointed by any other name or title, to act as members of the board. See Hawaii Revised Statutes 414D-14
  • Record date: means the date established under part VI or part VII on which a corporation determines the identity of its members for the purposes of this chapter. See Hawaii Revised Statutes 414D-14
(b) Any notice that conforms to the requirements of subsection (c) is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered; provided that notice of matters referred to in subsection (c)(2) shall be given as provided in subsection (c).
(c) Notice shall be fair and reasonable if:

(1) The corporation notifies its members of the place, date, and time of each annual, regular, and special meeting of members no fewer than ten or more than sixty days before the meeting date;
(2) Notice of an annual or regular meeting includes a description of any matter or matters that must be approved by the members under sections 414D-150, 414D-164, articles of incorporation” class=”unlinked-ref” datatype=”S” sessionyear=”2019″ statecd=”HI”>414D-182, 414D-202, assets other than in regular course of activities” class=”unlinked-ref” datatype=”S” sessionyear=”2019″ statecd=”HI”>414D-222, directors, and third persons” class=”unlinked-ref” datatype=”S” sessionyear=”2019″ statecd=”HI”>414D-241, and 414D-242; and
(3) Notice of a special meeting includes a description of the matter or matters for which the meeting is called.
(d) Unless the bylaws require otherwise, if an annual, regular, or special meeting of members is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place, if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 414D-107, however, notice of the adjourned meeting shall be given under this section to the members of record as of the new record date.

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