(a) Unless the articles, bylaws, or subsection (c) provides otherwise, regular meetings of the board may be held without notice.
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Terms Used In Hawaii Revised Statutes 414D-145

  • approval by the members: means an act approved or ratified by:

    (1) The affirmative vote of a majority of the votes represented and cast at a duly held meeting at which a quorum is present; provided that the affirmative votes cast constitute a majority of the required quorum;

    (2) A ballot or written consent in conformity with this chapter; or

    (3) The affirmative vote, ballot, or written consent of the greater proportion, including the votes of all the members of any class, unit, or grouping as may be provided in the articles, bylaws, or this chapter for any specified member action. See Hawaii Revised Statutes 414D-14

  • 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
  • Presiding officer: A majority-party Senator who presides over the Senate and is charged with maintaining order and decorum, recognizing Members to speak, and interpreting the Senate's rules, practices and precedents.
(b) Unless the articles, bylaws, or subsection (c) provides otherwise, special meetings of the board shall be preceded by at least two days’ notice to each director of the date, time, and place, but not the purpose, of the meeting.
(c) In corporations without members, any board action to remove a director or to approve a matter that would require approval by the members if the corporation had members, shall not be valid unless each director is given at least seven days’ notice that the matter will be voted upon at a directors‘ meeting or unless notice is waived pursuant to § 414D-146.
(d) Unless the articles or bylaws provide otherwise, the presiding officer of the board, the president, or twenty per cent of the directors then in office may call and give notice of a meeting of the board.

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