Special meetings
HRS §414D-102
in effect414D-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]
Source: Hawaii State Legislature (capitol.hawaii.gov), via Internet Archive capturesURL: http://www.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0414D/HRS_0414D-0102.htmFetched: 11/10/2026