(a) Amendments to the articles of incorporation shall be made in the following manner:

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Terms Used In Hawaii Revised Statutes 414D-182

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • articles: includes amended and restated articles of incorporation, and articles of merger. See Hawaii Revised Statutes 414D-14
  • board of directors: means the board of directors of a corporation except that no person or group of persons are the board of directors because of powers delegated to that person or group pursuant to § 414D-131. 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
(1) If any members are entitled to vote on an amendment, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at an annual, regular, or special meeting of the members. Notice setting forth the proposed amendment or a summary of the changes to be effected by the proposed amendments shall be given to each member entitled to vote at the meeting within the time and in the manner provided in this chapter for the giving of notice of meetings to members. The proposed amendment shall be adopted upon receiving at least two-thirds of the votes that members present at the meeting or represented by proxy are entitled to cast; and
(2) If there are no members or no members entitled to vote on an amendment, an amendment shall be adopted at a meeting of the board of directors upon its receiving the vote of a majority of the directors in office.
(b) Any number of amendments may be submitted and voted upon at any one meeting.