Action without meeting
HRS §414D-144
in effect414D-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]
Source: Hawaii State Legislature (capitol.hawaii.gov), via Internet Archive capturesURL: http://www.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0414D/HRS_0414D-0144.htmFetched: 11/10/2026