(a) Any amendment to the articles or bylaws which would terminate all members or any class of members or redeem or cancel all memberships or any class of memberships shall meet the requirements of this chapter and this section.
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Terms Used In Hawaii Revised Statutes 414D-89.5

  • 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
  • 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
  • Class: refers to a group of memberships which have the same rights with respect to voting, dissolution, redemption, and transfer. 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
  • Voting power: means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote which is contingent upon the happening of a condition or event that has not occurred at the time. See Hawaii Revised Statutes 414D-14
(b) Prior to adopting a resolution proposing such an amendment, the board of the corporation shall give notice of the general nature of the amendment to the members.
(c) After adopting a resolution proposing such an amendment, the notice to members proposing such amendment shall include one or more statements of up to five hundred words opposing the proposed amendment if such statement is submitted by any five members, or by members having three per cent or more of the voting power, whichever is less, not later than twenty days after the board has voted to submit such amendment to the members for approval. The production and mailing costs shall be paid by the corporation.
(d) Any such amendment shall be approved by the members, whether through attendance or proxy, by two-thirds of the votes cast by each class present at the meeting at which the amendment is voted upon.
(e) Section 414D-89 shall not apply to any amendment meeting the requirements of this chapter and this section.

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