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Hawaii's Electronic Voting and Virtual Meeting Statutes

Electronic Voting Statutes

HRS CHAPTER 421J PLANNED COMMUNITY ASSOCIATIONS - Refers only to vote or written consent. Written Ballot.

Hawaii Condominium Property Act 514B  - Refers only to vote or written consent. Written Ballot.

Virtual Meeting Statute

Hawaii commonly permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an association’s articles of incorporation, charter, or bylaws. The Hawaii Nonprofit Corporations Act governs nonprofit corporations regarding corporate structure and procedure. If an association is organized as a nonprofit, as is the case with most Hawaii associations, it will be governed by the Nonprofit Corporations Act. Contact your association’s attorney to see what your community’s options are for virtual meetings based upon your governing documents.

Applicable Statute: Nonprofit Corporations Act

2019 Hawaii Revised Statutes TITLE 23. CORPORATIONS AND PARTNERSHIPS 414D. Hawaii Nonprofit Corporations Act

414D-143 Regular and special meetings.

(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.

Universal Citation: HI Rev Stat § 414D-143 (2019)

2011 Hawaii Code DIVISION 2. BUSINESS TITLE 23. CORPORATIONS AND PARTNERSHIPS 414D. Hawaii Nonprofit Corporations Act §414D-37 Emergency bylaws and powers.

[§414D-37] Emergency bylaws and powers. (a) Unless the articles provide otherwise, the directors of a corporation may adopt, amend, or repeal bylaws to be effective only in an emergency defined in subsection (d). The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporation during the emergency, including:

(1) How to call a meeting of the board;

(2) Quorum requirements for the meeting; and

(3) Designation of additional or substitute directors.

(b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.

(c) Corporate action taken in good faith in accordance with the emergency bylaws:

(1) Binds the corporation; and

(2) May not be used to impose liability on a corporate director, officer, employee, or agent.

(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event. [L 2001, c 105, pt of §1]

                Universal Citation: HI Rev Stat § 414D-37 (2011 through Reg Sess)

2011 Hawaii Code DIVISION 2. BUSINESS TITLE 23. CORPORATIONS AND PARTNERSHIPS 414D. Hawaii Nonprofit Corporations Act § 414D-53 Emergency powers.

[§414D-53] Emergency powers. (a) In anticipation of or during an emergency defined in subsection (d), the board of directors of a corporation may:

(1) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and

(2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.

(b) During an emergency defined in subsection (d), unless emergency bylaws provide otherwise:

(1) Notice of a meeting of the board of directors need be given only to those directors it is practicable to reach and may be given in any practicable manner, including by publication and radio; and

(2) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

(c) Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation:

(1) Binds the corporation; and

(2) May not be used to impose liability on a corporate director, officer, employee, or agent.

(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event. [L 2001, c 105, pt of §1]

Universal Citation: HI Rev Stat § 414D-53 (2011 through Reg Sess)