reglab/statecodes huggingface dataset:
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-86 Member's liability for dues, assessments, and fees.

§414D-86 Member's liability for dues, assessments, and fees.
A member may be liable to the corporation for dues, assessments, or fees; provided that the articles or bylaws or a resolution adopted by the board authorizing or imposing dues, assessments, or fees does not, by itself, create liability. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-87 Creditor's action against member.

§414D-87 Creditor's action against member.
(a) No action may be brought by a creditor to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation, and execution has been returned unsatisfied in whole or in part or unless such action would be useless.
(b) All creditors of the corporation, with or without reducing their claims to judgment, may intervene in any creditor's action brought under subsection (a) to reach and apply unpaid amounts due the corporation. Any or all members who owe amounts to the corporation may be joined in the action. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-89 Termination, expulsion, and suspension.

§414D-89 Termination, expulsion, and suspension.
(a) No member may be expelled or suspended, and no membership or memberships in such corporations may be terminated or suspended except pursuant to a procedure that is fair and reasonable, and is carried out in good faith.
(b) A procedure shall be fair and reasonable when either:
(1) The articles or bylaws set forth a procedure that provides:
(A) Not less than fifteen days prior written notice of the expulsion, suspension, or termination and the reasons therefor; and
(B) An opportunity for the member to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension, or termination by a person or persons authorized to decide that the proposed expulsion, termination, or suspension not take place; or
(2) It is fair and reasonable taking into consideration all of the relevant facts and circumstances.
(c) Any written notice given by mail shall be sent to the last known address of the member shown on the corporation's records.
(d) Any proceeding challenging an expulsion, suspension, or termination, including a proceeding in which defective notice is alleged, shall commence within one year after the effective date of the expulsion, suspension, or termination.
(e) A member who has been expelled or suspended may be liable to the corporation for dues, assessments, or fees as a result of obligations incurred or commitments made prior to the expulsion or suspension.
(f) If the expulsion or termination of membership is the result of a judicial or nonjudicial foreclosure proceeding, no other proceeding may be brought to challenge the expulsion or termination and in no event shall this provision give rise to any right of redemption. [L 2001, c 105, pt of §1; am L 2002, c 130, §43]
Case Notes
Where church was not a hierarchical church, but a congregational church that made decisions by a vote of its members as set forth in its "petition for charter" of incorporation and bylaws, the church was governed by this chapter; thus, appellants should have been allowed to amend their complaint, had standing to contest their expulsion, and were not precluded from doing so by the ecclesiastical abstention doctrine; also, doctrine did not bar appellants' complaint to the extent it did not require resolution of controversies over church doctrine, law, or polity. 118 H. 165 (App.), 185 P.3d 913 (2008).
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-89.5 Amendment terminating or canceling members; redemption of membership. (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. (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. [L 2003, c 81, §1]

§414D-89.5
Amendment terminating or canceling members; redemption of membership.
(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.
(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. [L 2003, c 81, §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-90 Derivative suits.

§414D-90 Derivative suits.
(a) A proceeding may be brought on behalf of a domestic or foreign corporation to procure a judgment in its favor by any member or members having five per cent or more of the voting power, or by fifty members, whichever is less, or any director.
(b) In any such proceeding, each complainant shall be a member or director at the time the proceeding is initiated.
(c) A complaint in a proceeding brought on behalf of a corporation shall be verified and allege with particularity the demand made, if any, to obtain action by the directors, and either why the complainants could not obtain the action or why they did not make the demand. If a demand for action was made and the corporation's investigation of the demand is in progress when the proceeding is filed, the court may stay the suit until the investigation is completed.
(d) On termination of the proceeding, the court may require the complainants to pay any defendant's reasonable expenses (including counsel fees) incurred in defending the suit if it finds that the proceeding was commenced frivolously or in bad faith.
(e) If the proceeding on behalf of the corporation results in the corporation taking some action requested by the complainants or otherwise is successful, in whole or in part, or if anything was received by the complainants as the result of a judgment, compromise, or settlement of an action or claim, the court may award the complainants reasonable expenses (including counsel fees).
(f) The complainants shall notify the attorney general within ten days after commencing any proceeding under this section if the proceeding involves a public benefit corporation. [L 2001, c 105, pt of §1; am L 2004, c 171, §6]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-91 Delegates.

§414D-91 Delegates.
(a) A corporation may provide in its articles or bylaws for delegates having some or all of the authority of members.
(b) The articles or bylaws may set forth provisions relating to:
(1) The characteristics, qualifications, rights, limitations, and obligations of delegates including their selection and removal;
(2) Calling, noticing, holding, and conducting meetings of delegates; and
(3) Carrying on corporate activities during and between meetings of delegates. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-92 Purchase of memberships.

§414D-92 Purchase of memberships.
(a) A public benefit corporation shall not purchase any of its memberships or any right arising therefrom.
(b) A corporation other than a public benefit corporation may purchase its memberships only to the extent provided in section 414D-232. [L 2019, c 65, §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-101 Annual and regular meetings.

§414D-101 Annual and regular meetings.
(a) A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws.
(b) A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws.
(c) Annual and regular membership meetings may be held in or out of this State at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual and regular meetings shall be held at the corporation's principal office.
(d) At the annual meeting:
(1) The president and chief financial officer shall report on the activities and financial condition of the corporation; and
(2) The members shall consider and act upon other matters as may be raised consistent with the notice requirements of sections 414D-105 and 414D-111.
(e) At regular meetings, the members shall consider and act upon matters as may be raised consistent with the notice requirements of sections 414D-105 and 414D-111.
(f) The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporation's bylaws shall not affect the validity of any corporate action.
(g) If authorized by the board of directors in its sole discretion, members or proxies of members may participate at an annual or regular meeting of members by means of the Internet, teleconference, or other electronic transmission technology in a manner that allows members the opportunity to:
(1) Read or hear the proceedings substantially concurrently with the occurrence of the proceedings;
(2) Vote on matters submitted to the members;
(3) Pose questions; and
(4) Make comments.
A member or proxy of a member participating in a meeting by means authorized by this subsection shall be deemed to be present in person at the meeting. The corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of the Internet, teleconference, or other electronic transmission technology is a member or proxy of a member. [L 2001, c 105, pt of §1; am L 2011, c 37, §6]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-102 Special meetings.

§414D-102 Special meetings.
(a) A corporation with members shall hold a special meeting of members:
(1) On call of its board, or the person or persons authorized to do so by the articles or bylaws; or
(2) Unless the articles or bylaws provide otherwise, if the holders of at least five per cent of the voting power of any corporation sign, date, and deliver to any corporate officer one or more written demands for the meeting describing the purpose or purposes for which it is to be held.
(b) The close of business on the thirtieth day before delivery of the demand or demands for a special meeting to any corporate officer shall be the record date for the purpose of determining whether the five per cent requirement of subsection (a) has been met.
(c) If a notice for a special meeting demanded under subsection (a)(2) is not given pursuant to section 414D-105 within thirty days after the date the written demand or demands are delivered to a corporate officer, [regardless of] notwithstanding the requirements of subsection (d), a person signing the demand or demands may set the time and place of the meeting and give notice pursuant to section 414D-105.
(d) Special meetings of members may be held in or out of this State at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office.
(e) Only those matters that are within the purpose or purposes described in the meeting notice required by section 414D-105 shall be conducted at a special meeting of members.
(f) If authorized by the board of directors in its sole discretion, members or proxies of members may participate at a special meeting of members by means of the Internet, teleconference, or other electronic transmission technology in a manner that allows members the opportunity to:
(1) Read or hear the proceedings substantially concurrently with the occurrence of the proceedings;
(2) Vote on matters submitted to the members;
(3) Pose questions; and
(4) Make comments.
A member or proxy of a member participating in a meeting by means authorized by this subsection shall be deemed to be present in person at the meeting. The corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of the Internet, teleconference, or other electronic transmission technology is a member or proxy of a member. [L 2001, c 105, pt of §1; am L 2002, c 130, §44; am L 2011, c 37, §7]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-103 Court-ordered meetings.

§414D-103 Court-ordered meetings.
(a) The court of the county where a corporation's principal office (or, if none in this State, in the city and county of Honolulu) is located may summarily order a meeting to be held:
(1) On application of any member or other person entitled to participate in an annual or regular meeting, if an annual meeting was not held within the earlier of six months after the end of the corporation's fiscal year or fifteen months after its last annual meeting;
(2) On application of any member or other person entitled to participate in a regular meeting, if a regular meeting is not held within forty days after the date it was required to be held; or
(3) On application of a member or members entitled to call a special meeting, who signed a demand for a special meeting valid under section 414D-102.
(b) The court may fix the time and place of the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the votes represented at the meeting constitute a quorum for action on those matters), and enter other orders necessary to accomplish the purpose or purposes of the meeting.
(c) The court may order the corporation to pay the member's costs (including reasonable counsel fees) incurred to obtain the order in the event of a court-ordered meeting. [L 2001, c 105, pt of §1; am L 2009, c 55, §19]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-104 Action by written consent.

§414D-104 Action by written consent.
(a) Unless limited or prohibited by the articles or bylaws, action required or permitted by this chapter to be approved by the members at a meeting may be approved without a meeting of members if the action is approved by members holding at least eighty per cent of the voting power. The action must be evidenced by one or more written consents describing the action taken, signed by those members representing at least eighty per cent of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b) If not otherwise determined under section 414D-103 or 414D-107, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (a).
(c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the director.
(d) Written notice of member approval pursuant to this section shall be given to all members who have not signed the written consent. If written notice is required, member approval pursuant to this section shall be effective ten days after the written notice is given. [L 2001, c 105, pt of §1; am L 2002, c 130, §45]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-104.5 Action by ballot.

§414D-104.5 Action by ballot.
(a) Except as otherwise restricted by the articles of incorporation or bylaws of a corporation, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation delivers a ballot to every member entitled to vote on the matter. The corporation may deliver ballots by electronic transmission.
(b) A ballot shall:
(1) Be either in written form or in the form of an electronic transmission;
(2) Set forth each proposed action;
(3) Provide an opportunity to vote for or withhold a vote for each candidate for election as a director or officer; and
(4) Provide an opportunity to vote for or against each proposed action.
(c) Approval by ballot pursuant to this section shall be valid only if:
(1) The number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting to authorize the action; and
(2) The number of affirmative votes equals or exceeds the number of affirmative votes for approval that would be required to approve the action at a meeting.
(d) All solicitations for votes by ballot shall:
(1) Indicate the number of responses needed to meet the quorum requirements;
(2) State the percentage of approvals necessary to approve each action; and
(3) Specify the time by which a ballot shall be received by the corporation in order to be counted.
(e) Except as otherwise provided in the articles of incorporation or bylaws of the corporation, a ballot shall not be revoked. [L 2011, c 37, §2; am L 2012, c 58, §8]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-105 Notice of meeting.

§414D-105 Notice of meeting.
(a) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner.
(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, 414D-182, 414D-202, 414D-222, 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. [L 2001, c 105, pt of §1; am L 2002, c 130, §46]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-106 Waiver of notice.

§414D-106 Waiver of notice.
(a) A member may waive any notice required by this chapter, the articles, or the bylaws before or after the date and time stated in the notice. The waiver shall be in writing, be signed by the member entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b) A member's attendance at a meeting:
(1) Waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and
(2) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-107 Record date; determining members entitled to notice and vote.

§414D-107 Record date; determining members entitled to notice and vote.
(a) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members at the close of business on the business day preceding the day on which notice is given, or if notice is waived, at the close of business on the business day preceding the day on which the meeting is held, are entitled to notice of the meeting.
(b) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to vote at a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting.
(c) The bylaws may fix or provide the manner for determining a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. If the bylaws do not fix or provide for fixing such a record date, the board may fix in advance such a record date. If no such record date is fixed, members at the close of business on the day on which the board adopts the resolution relating thereto, or the sixtieth day prior to the date of such other action, whichever is later, are entitled to exercise such rights.
(d) A record date fixed under this section may not be more than seventy days before the meeting or action requiring a determination of members occurs.
(e) A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board fixes a new date for determining the right to notice or the right to vote, which it must do if the meeting is adjourned to a date more than seventy days after the record date for determining members entitled to notice of the original meeting.
(f) If a court orders a meeting adjourned to a date more than one hundred twenty days after the date fixed for the original meeting, it may provide that the original record date for notice or voting continues in effect or it may fix a new record date for notice or voting. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-110 Voting entitlement generally.

§414D-110 Voting entitlement generally.
(a) The right of the members, or any class or classes of members, to vote may be limited, enlarged, or denied to the extent specified in the articles of incorporation. Unless so limited, enlarged, or denied, each member, regardless of class, shall be entitled to one vote on each matter submitted to a vote of members.
(b) Unless the articles or bylaws provide otherwise, if a membership stands of record in the names of two or more persons, their acts with respect to voting shall have the following effect:
(1) If only one votes, the act binds all; and
(2) If more than one votes, the vote shall be divided on a pro rata basis. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-111 Quorum requirements.

§414D-111 Quorum requirements.
(a) Unless this chapter, the articles, or the bylaws provide for a higher or lower quorum, ten per cent of the votes entitled to be cast on a matter shall be represented at a meeting of members to constitute a quorum on that matter.
(b) A bylaws amendment to decrease the quorum for any member action may be approved by the members or, unless prohibited by the bylaws, by the board.
(c) A bylaws amendment to increase the quorum required for any member action shall be approved by the members.
(d) Unless one-third or more of the voting power is present in person or by proxy, the only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-112 Voting requirements.

§414D-112 Voting requirements.
(a) Unless this chapter, the articles, or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of the votes represented and voting (which affirmative votes also constitute a majority of the required quorum) is the act of the members.
(b) A bylaws amendment to increase or decrease the vote required for any member action shall be approved by the members. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-114 Cumulative voting for directors.

§414D-114 Cumulative voting for directors.
(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.
(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 section 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. [L 2001, c 105, pt of §1; am L 2002, c 130, §50; am L 2011, c 37, §8; am L 2022, c 69, §2]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-115 Other methods of electing directors.

§414D-115 Other methods of electing directors.
A corporation may provide in its articles or bylaws for the election of directors by members or delegates:
(1) On the basis of chapter or other organizational unit;
(2) By region or other geographic unit;
(3) By preferential voting; or
(4) By any other reasonable method. [L 2001, c 105, pt of §1; am L 2002, c 130, §51; am L 2003, c 87, §1; am L 2011, c 37, §9]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-116 Corporation's acceptance of votes.

§414D-116 Corporation's acceptance of votes.
(a) If the name signed on a vote, ballot, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation, acting in good faith, is entitled to accept the vote, ballot, consent, waiver, or proxy appointment and to give it effect as the act of the member.
(b) If the name signed on a vote, ballot, consent, waiver, or proxy appointment does not correspond to the record name of a member, the corporation if acting in good faith is nevertheless entitled to accept the vote, ballot, consent, waiver, or proxy appointment and give it effect as the act of the member if:
(1) The member is an entity and the name signed purports to be that of an officer or agent of the entity;
(2) The name signed purports to be that of an attorney-in-fact of the member and if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, ballot, consent, waiver, or proxy appointment;
(3) Two or more persons hold the membership as co-tenants or fiduciaries, the name signed purports to be the name of at least one of the co-holders, and the person signing appears to be acting on behalf of all the co-holders;
(4) The name signed purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, ballot, consent, waiver, or proxy appointment; and
(5) The name signed purports to be that of a receiver or trustee in bankruptcy of the member, and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, ballot, consent, waiver, or proxy appointment.
(c) The corporation is entitled to reject a vote, ballot, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or the signatory's authority to sign for the member.
(d) The corporation and its officer or agent who accepts or rejects a vote, ballot, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to a member for the consequences of the acceptance or rejection.
(e) Corporate action based on the acceptance or rejection of a vote, ballot, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.
(f) A ballot may be signed by means of an electronic signature in accordance with chapter 489E. [L 2001, c 105, pt of §1; am L 2011, c 37, §10]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-117 Voting agreements.

§414D-117 Voting agreements.
(a) Two or more members may provide for the manner in which they will vote by signing an agreement for that purpose. The agreements may be valid for a period of up to ten years.
(b) A voting agreement created under this section is specifically enforceable. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-131 Requirement for and duties of the board.

§414D-131 Requirement for and duties of the board.
(a) Each corporation shall have a board of directors.
(b) Except as provided in this chapter or subsection (c), all corporate powers shall be exercised by or under the authority of its board including the management of the corporation's affairs.
(c) The articles may authorize a person or persons to exercise some or all of the powers which would otherwise be exercised by a board. To the extent so authorized, any such person or persons shall have the duties and responsibilities of the directors, and the directors shall be relieved to that extent from such duties and responsibilities. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-132 Qualifications of directors.

§414D-132 Qualifications of directors.
All directors shall be individuals. A director need not be a resident of this State or a member of the corporation unless required by the articles of incorporation or the bylaws. The articles or bylaws may prescribe other qualifications for directors. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-133 Number of directors.

§414D-133 Number of directors.
(a) A board of directors shall consist of three or more individuals, with the number specified in or fixed in accordance with the articles or bylaws.
(b) The number of directors may be increased or decreased (but to no fewer than three) from time to time by amendment to or in the manner prescribed in the articles or bylaws. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-134 Election, designation, and appointment of directors.

§414D-134 Election, designation, and appointment of directors.
(a) If the corporation has members, all the directors (except the initial directors) shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles or bylaws provide some other time or method of election, or provide that some of the directors are:
(1) Appointed by some other person; or
(2) Designated.
(b) If the corporation does not have members, all the directors (except the initial directors) shall be elected, appointed, or designated as provided in the articles or bylaws. If no method of designation or appointment is set forth in the articles or bylaws, the directors (other than the initial directors) shall be elected by the board. [L 2001, c 105, pt of §1; am L 2019, c 65, §3]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-135 Terms of directors generally.

§414D-135 Terms of directors generally.
(a) The articles or bylaws shall specify the terms of directors. Except for designated or appointed directors, the terms of directors may not exceed five years. In the absence of any term specified in the articles or bylaws, the term of each director shall be one year. Directors may be elected for successive terms.
(b) A decrease in the number of directors or term of office does not shorten an incumbent director's term.
(c) Except as provided in the articles or bylaws:
(1) The term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and
(2) The term of a director filling any other vacancy expires at the end of the unexpired term that the director is filling.
(d) Despite the expiration of a director's term, the director continues to serve until the director's successor is elected, designated, or appointed and qualifies, or until there is a decrease in the number of directors. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-136 Staggered terms for directors.

§414D-136 Staggered terms for directors.
The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the several groups need not be uniform. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-137 Resignation of directors.

§414D-137 Resignation of directors.
(a) A director may resign at any time by delivering written notice to the board of directors, its presiding officer, or to the president or secretary.
(b) A resignation is effective when the notice is effective, unless the notice specifies a later effective date. If a resignation is made effective at a later date, the board may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-138 Removal of directors elected by members or directors.

§414D-138 Removal of directors elected by members or directors.
(a) The members may remove one or more directors elected by them without cause unless otherwise provided in the articles or bylaws.
(b) If a director is elected by a class, chapter, or other organizational unit, or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit, or grouping.
(c) Except as provided in subsection (i), a director may be removed under subsection (a) or (b) only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.
(d) If cumulative voting is authorized, a director may not be removed if the number of votes, or if the director was elected by a class, chapter, unit, or grouping of members, the number of votes of that class, chapter, unit, or grouping, sufficient to elect the director under cumulative voting is voted against the director's removal.
(e) A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director and the meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the director.
(f) In computing whether a director is protected from removal under subsections (b) to (d), it may be assumed that the votes against removal of the director are cast in an election for the number of directors of the class to which that director belonged on the date of that director's election.
(g) An entire board of directors may be removed under subsections (a) to (e).
(h) A director elected by the board may be removed without cause by the vote of two-thirds of the directors then in office or a greater number as is set forth in the articles or bylaws; provided that a director elected by the board to fill the vacancy of a director elected by the members may be removed without cause by the members, but not the board.
(i) If, at the beginning of a director's term on the board, the articles or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal.
(j) This section shall not apply to any planned community association governed by chapter 421J. [L 2001, c 105, pt of §1; am L 2022, c 69, §3]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-139 Removal of designated or appointed directors.

§414D-139 Removal of designated or appointed directors.
(a) A designated director may be removed by an amendment to the articles or bylaws deleting or changing the designation.
(b) Except as otherwise provided in the articles or bylaws, an appointed director may be removed without cause by the person appointing the director.
(c) The person removing the director shall do so by giving written notice of the removal to the director, and either the presiding officer of the board or the corporation's president or secretary.
(d) A removal is effective when the notice is effective unless the notice specifies a future effective date. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-140 Removal of directors by judicial proceeding.

§414D-140 Removal of directors by judicial proceeding.
(a) The circuit court of the county where a corporation's principal office is located may remove any director of the corporation from office in a proceeding commenced either by the corporation or its members holding at least ten per cent of the voting power of any class, or the attorney general in the case of a public benefit corporation, if the court finds that with respect to the corporation, the director's removal is in the best interest of the corporation due to:
(1) The director's fraudulent or dishonest conduct;
(2) The director's gross abuse of authority or discretion; or
(3) A final judgment finding that the director has violated a duty set forth in sections 414D-149 and 414D-152, and that removal is in the best interest of the corporation.
(b) The court that removes a director may bar the director from serving on the board for a period prescribed by the court.
(c) If members or the attorney general commence a proceeding under subsection (a), the corporation shall be made a party defendant.
(d) If a public benefit corporation or its members commence a proceeding under subsection (a), within ten days of its commencement, they shall give the attorney general written notice of the proceeding. [L 2001, c 105, pt of §1; am L 2004, c 171, §7]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-141 Vacancy on board.

§414D-141 Vacancy on board.
(a) Unless the articles or bylaws provide otherwise, and except as provided in subsections (b) and (c), if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:
(1) The members, if any, may fill the vacancy; if the vacant office was held by a director elected by a class, chapter, or other organizational unit or by region or other geographic grouping, only members of the class, chapter, unit, or grouping are entitled to vote to fill the vacancy if it is filled by the members;
(2) The board of directors may fill the vacancy; or
(3) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(b) Unless the articles or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.
(c) If a vacant office was held by a designated director, the vacancy shall be filled as provided in the articles or bylaws. In the absence of an applicable article or bylaw provision, the vacancy may not be filled by the board.
(d) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 414D-137(b) or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-143 Regular and special meetings.

§414D-143 Regular and special meetings.
(a) If the time and place of a directors' meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings.
(b) A board of directors may hold regular or special meetings in or out of this State.
(c) Unless the articles or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-144 Action without meeting.

§414D-144 Action without meeting.
(a) Unless the articles or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records reflecting the action taken.
(b) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.
(c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
(d) For purposes of this section, "written consent" includes a consent executed by an electronic or digital signature; provided that the corporation employs reasonable measures to authenticate the electronic or digital signature. Reasonable measures include commercially available security measures used by board meeting portal systems. [L 2001, c 105, pt of §1; am L 2019, c 65, §4]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-145 Call and notice of meetings.

§414D-145 Call and notice of meetings.
(a) Unless the articles, bylaws, or subsection (c) provides otherwise, regular meetings of the board may be held without notice.
(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 section 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. [L 2001, c 105, pt of §1; am L 2011, c 37, §11]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-146 Waiver of notice of meeting.

§414D-146 Waiver of notice of meeting.
(a) A director may at any time waive any notice required by this chapter, the articles, or the bylaws. Except as provided in subsection (b), the waiver shall be in writing, signed by the director entitled to the notice, and filed with the minutes or the corporate records.
(b) A director's attendance at or participation in a meeting waives any required notice of the meeting unless the director at the beginning of the meeting or prior to the vote on a matter not noticed in conformity with this chapter, the articles, or the bylaws, objects to lack of notice and does not thereafter vote for or assent to the objected to action. [L 2001, c 105, pt of §1]