Amendment of Articles of Incorporation and Bylaws

HRS div. 2, tit. 23, ch. 414D, pt. IX

in effect

HRS §414D-181 Authority to amend

414D-181. Authority to amend A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the effective date of the amendment. [L 2001, c 105, pt of §1]

HRS §414D-182 Procedure to amend articles of incorporation

414D-182. Procedure to amend articles of incorporation (a) Amendments to the articles of incorporation shall be made in the following manner: (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. [L 2001, c 105, pt of §1; am L 2011, c 37, §12; am L 2012, c 58, §9]

HRS §414D-183 Articles of amendment

414D-183. Articles of amendment A corporation amending its articles shall deliver to the department director articles of amendment setting forth: (1) The name of the corporation; (2) The text of each amendment adopted; (3) The date of each amendment's adoption; (4) If approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators; (5) If approval by members was required: (A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably voting on the amendment; and (B) Either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that class; (6) If approval of the amendment by some person or persons other than the members, the board, or the incorporators is required pursuant to section 414D‑188, a statement that the approval was obtained. [L 2001, c 105, pt of §1]

HRS §414D-184 Restated, amended and restated, articles of incorporation

414D-184. Restated, amended and restated, articles of incorporation (a) A corporation's board of directors may restate its articles of incorporation at any time with or without approval by members or any other person. (b) If the restatement includes an amendment requiring approval by members, the board must submit the restatement to the members for their approval. (c) If the board seeks to have the restatement approved by the members at a membership meeting, the corporation shall notify each of its members of the proposed membership meeting in accordance with section 414D‑105. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy or summary of the restatement. (d) If the board seeks to have the restatement approved by the members by ballot or written consent, the material soliciting the approval shall contain or be accompanied by a copy or summary of the restatement. (e) A restatement requiring approval by the members must be approved by the same vote as an amendment to articles under section 414D‑182. (f) A corporation restating its articles shall deliver to the department director articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a statement that the restatement of incorporation correctly sets forth without change the corresponding provisions of the articles of incorporation as theretofore amended and that the restated articles of incorporation supersede the original articles of incorporation and any amendments thereto. (g) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them. (h) The department director may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the information required by subsection (f). (i) A domestic corporation may at any time amend and restate its articles of incorporation by complying with the procedures and requirements of this part. (j) Upon its adoption, the amended and restated articles of incorporation shall set forth: (1) All of the operative provisions of the articles of incorporation as theretofore amended; (2) The information required by section 414D‑183; and (3) A statement that the amended and restated articles of incorporation supersede the original articles of incorporation and all amendments thereto. (k) The amended and restated articles of incorporation shall be delivered to the director for filing together with a statement setting forth: (1) Whether the restatement contains an amendment to the articles requiring member approval and, if it does not, that the board of directors adopted the restatement; or (2) If the restatement contains an amendment to the articles requiring member approval, the information required by section 414D-183. The department director may certify the amended and restated articles of incorporation as the articles of incorporation currently in effect, without including the information required to be filed by subsection (j)(2) and (3). [L 2001, c 105, pt of §1; am L 2003, c 124, §29; am L 2011, c 37, §13]

HRS §414D-185 Amendment pursuant to judicial reorganization

414D-185. Amendment pursuant to judicial reorganization (a) A corporation's articles may be amended without board approval or approval by the members or approval required pursuant to section 414D‑188 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles after amendment contain only provisions required or permitted by section 414D‑32. (b) The individual or individuals designated by the court shall deliver to the department director articles of amendment setting forth: (1) The name of the corporation; (2) The text of each amendment approved by the court; (3) The date of the court's order or decree approving the articles of amendment; (4) The title of the reorganization proceeding in which the order or decree was entered; and (5) A statement that the court had jurisdiction of the proceeding under federal statute. (c) This section shall not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan. [L 2001, c 105, pt of §1]

HRS §414D-186 Effect of amendment and restatement

414D-186. Effect of amendment and restatement An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, any requirement or limitation imposed upon the corporation or any property held by it by virtue of any trust upon which the property is held by the corporation, or the existing rights of persons other than members of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name. [L 2001, c 105, pt of §1]

HRS §414D-187 Bylaws

414D-187. Bylaws The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the board of directors unless otherwise provided in the articles of incorporation or the bylaws. The bylaws may contain any provisions for the regulation and management of the affairs of a corporation not inconsistent with law or the articles of incorporation. [L 2001, c 105, pt of §1]

HRS §414D-188 Approval by third persons

414D-188. Approval by third persons The articles may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such a provision in the articles may only be amended with the approval in writing of such person or persons. [L 2001, c 105, pt of §1]

Source: Hawaii State Legislature (capitol.hawaii.gov), via Internet Archive capturesURL: http://www.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0414D/HRS_0414D-.htmFetched: 11/10/2026