(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.
non profit

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Terms Used In Hawaii Revised Statutes 414D-184

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • approval by the members: means an act approved or ratified by:

    (1) The affirmative vote of a majority of the votes represented and cast at a duly held meeting at which a quorum is present; provided that the affirmative votes cast constitute a majority of the required quorum;

    (2) A ballot or written consent in conformity with this chapter; or

    (3) The affirmative vote, ballot, or written consent of the greater proportion, including the votes of all the members of any class, unit, or grouping as may be provided in the articles, bylaws, or this chapter for any specified member action. See Hawaii Revised Statutes 414D-14

  • articles: includes amended and restated articles of incorporation, and articles of merger. See Hawaii Revised Statutes 414D-14
  • board of directors: means the board of directors of a corporation except that no person or group of persons are the board of directors because of powers delegated to that person or group pursuant to § 414D-131. 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
  • Department: means the department of commerce and consumer affairs, unless the context otherwise requires. See Hawaii Revised Statutes 414D-14
  • Department director: means the director of the department of commerce and consumer affairs, unless the context otherwise requires. 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
  • Domestic corporation: means a corporation organized under the laws of this State. See Hawaii Revised Statutes 414D-14
  • filing: means filed in the office of the department director. See Hawaii Revised Statutes 414D-14
  • 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
  • Membership: refers to the rights and obligations a member or members have pursuant to a corporation's articles, bylaws, and this chapter. See Hawaii Revised Statutes 414D-14
  • Person: includes any individual or entity. See Hawaii Revised Statutes 414D-14
  • Vote: includes authorization by ballot and written consent. See Hawaii Revised Statutes 414D-14
(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 § 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 § 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 § 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 § 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).
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