414D-15  Notice.  (a)  Notice may be oral, in the form of an electronic transmission as described in subsections (i) and (j), or written.

Terms Used In Hawaii Revised Statutes 414D-15

  • Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
  • articles: includes amended and restated articles of incorporation, and articles of merger. See Hawaii Revised Statutes 414D-14
  • Bylaws: means the code or codes of rules (other than the articles) adopted pursuant to this chapter for the regulation or management of the affairs of the corporation irrespective of the name or names by which the rules are designated. See Hawaii Revised Statutes 414D-14
  • Class: refers to a group of memberships which have the same rights with respect to voting, dissolution, redemption, and transfer. See Hawaii Revised Statutes 414D-14
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Corporation: means a nonprofit corporation unless otherwise specified. See Hawaii Revised Statutes 414D-14
  • Deliver: includes mail. See Hawaii Revised Statutes 414D-14
  • Directors: means individuals, designated in the articles or bylaws or elected by the incorporators, and their successors and individuals elected or appointed by any other name or title, to act as members of the board. See Hawaii Revised Statutes 414D-14
  • Electronic transmission: means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process. See Hawaii Revised Statutes 414D-14
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Foreign corporation: means a corporation organized under a law other than the law of this State. See Hawaii Revised Statutes 414D-14
  • Fraud: Intentional deception resulting in injury to another.
  • Member: means (without regard to what a person is called in the articles or bylaws) any person or persons having the rights and obligations of membership pursuant to a corporation's articles of incorporation or bylaws. See Hawaii Revised Statutes 414D-14
  • Person: includes any individual or entity. See Hawaii Revised Statutes 414D-14
  • Principal office: means the office (in or out of the State) so designated in the annual report where the principal offices of a domestic or foreign corporation are located. See Hawaii Revised Statutes 414D-14
  • Secretary: means the corporate officer to whom the board of directors has delegated responsibility under section 414D-153(b) for preparing the minutes of the directors' and members' meetings and for authenticating the records of the corporation. See Hawaii Revised Statutes 414D-14
  • United States: includes district, authority, bureau, commission, department, and any other agency of the United States. See Hawaii Revised Statutes 414D-14

     (b)  Notice may be communicated in person; by telephone, telegraph, teletype, or other form of wire or wireless communication; by mail or private carrier; or by electronic transmission as described in subsections (i) and (j).  If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where it is published; or by radio, television, or other form of public broadcast communication.

     (c)  Oral notice is effective when communicated if communicated in a comprehensible manner.

     (d)  Written notice by a domestic or foreign corporation to its members, if in a comprehensible form, shall be effective when mailed, if mailed postpaid and correctly addressed to the member‘s address shown in the corporation‘s current record of members.

     (e)  Except as provided in subsection (d), written notice, if in a comprehensible form, is effective at the earliest of the following:

     (1)  When received;

     (2)  Five days after its deposit with the United States Postal Service, as evidenced by the postmark; provided the notice is mailed with the correct address and with first class postage affixed; or

     (3)  On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.

     (f)  Written notice is correctly addressed to a member of a domestic or foreign corporation if addressed to the member’s last known address shown in the corporation’s current list of members.

     (g)  A written notice or report delivered as part of a newsletter, magazine, or other publication regularly sent to members shall constitute a written notice or report if addressed or delivered to the member’s last known address shown in the corporation’s current list of members, or in the case of members who are residents of the same household and who have the same address in the corporation’s current list of members, if addressed or delivered to one of the members, at the last known address appearing on the current list of members.

     (h)  Written notice is correctly addressed to a domestic or foreign corporation (authorized to transact business in the State), other than in its capacity as a member, if addressed to its registered agent or to its secretary at its principal office shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority.

     (i)  Without limiting the manner by which notice otherwise may be given to members or directors, notice to members or directors given by the corporation under this chapter, the articles of incorporation, or the bylaws shall be effective if provided by electronic transmission consented to by the member or director to whom the notice is given.  Any consent shall be revocable by the member or director by written notice or notice by electronic transmission to the corporation.  Consent shall be deemed revoked if:

     (1)  The corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with the consent; and

     (2)  The inability to deliver becomes known to the secretary or an assistant secretary of the corporation, to the transfer agent, or other person responsible for giving notice; provided that the inadvertent failure to treat the inability to give electronic notice as a revocation shall not invalidate any meeting or other action.

     (j)  Notice given pursuant to subsection (i) shall be deemed given:

     (1)  If by facsimile telecommunication, when directed to a number at which the member or director has consented to receive notice;

     (2)  If by electronic mail, when directed to an electronic mail address at which the member or director has consented to receive notice;

     (3)  If by posting on an electronic network together with separate notice to the member or director of the specific posting, upon the later of the posting and the giving of the separate notice; and

     (4)  If by any other form of electronic transmission, when directed to the member or director.

An affidavit of the secretary, assistant secretary, transfer agent, or other agent of the corporation that the notice has been given by a form of electronic transmission, in the absence of fraud, shall be prima facie evidence of the fact of notice.

     (k)  If section 414D-105(b) or any other provision of this chapter prescribes notice requirements for particular circumstances, those requirements shall govern.  If articles or bylaws prescribe notice requirements, not inconsistent with this section or other provisions of this chapter, those requirements shall govern.