(a) If the articles or bylaws provide for cumulative voting by members, members may so vote, by multiplying the number of votes the members are entitled to cast by the number of directors for whom they are entitled to vote, and cast the product for a single candidate or distribute the product among two or more candidates.
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Terms Used In Hawaii Revised Statutes 414D-114

  • 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
  • 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
  • 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
  • Vote: includes authorization by ballot and written consent. See Hawaii Revised Statutes 414D-14
(b) Unless otherwise provided in the articles or bylaws, cumulative voting shall not be permitted. If authorized in the articles or bylaws, cumulative voting may be permitted; provided that:

(1) The meeting notice or statement accompanying the notice states that cumulative voting shall take place;
(2) A member gives notice of the member’s intent to cumulatively vote not less than forty-eight hours before the meeting or a longer period as may be required by the articles or bylaws; and
(3) If one member gives notice of intent to cumulatively vote, all other members participating in the election may cumulate their votes without giving further notice.
(c) A director elected by cumulative voting may be removed by the members without cause if the requirements of § 414D-138 are met unless the votes cast against removal or not consenting in writing to the removal would be sufficient to elect the director if voted cumulatively at an election at which the same total number of votes were cast and the entire number of directors authorized at the time of the director’s most recent election were then being elected; provided that if the action is taken by ballot, all members entitled to vote had voted.
(d) Members may not cumulatively vote if the directors and members are identical.
(e) This section shall not apply to any planned community association governed by chapter 421J.

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