Nonprofit Corp.; Proxies

Allows proxies to be sent by fax by members who are allowed to
vote in a nonprofit corporation.

THE SENATE                              S.B. NO.           2205
TWENTIETH LEGISLATURE, 2000                                
STATE OF HAWAII                                            

                   A  BILL  FOR  AN  ACT


 1      SECTION 1.  The legislature finds that the current law
 2 regarding for-profit corporations allows members who vote by
 3 proxy to send their proxy by fax in addition to mailing or other
 4 traditional methods of transmitting this information.  This is
 5 presently not the case in nonprofit corporations.  The
 6 legislature is interested in promoting uniformity in all business
 7 endeavors in order to promote and assist business growth in
 8 Hawaii.  The purpose of this Act is to bring nonprofit
 9 corporation laws in line with for-profit corporation laws for the
10 benefit of the business community as well as citizens who
11 interact with our businesses.
12      SECTION 2.  Section 415B-43, Hawaii Revised Statutes, is
13 amended to read as follows:
14      "415B-43  Voting.  (a)  The right of the members, or any
15 class or classes of members, to vote may be limited, enlarged, or
16 denied to the extent specified in the articles of incorporation.
17 Unless so limited, enlarged, or denied, each member, regardless
18 of class, shall be entitled to one vote on each matter submitted
19 to a vote of members.
20      (b)  A member entitled to vote may vote in person or, unless

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                                     S.B. NO.           2205

 1 the articles of incorporation or the bylaws otherwise provide,
 2 may vote by proxy executed in writing by the member or by the
 3 member's duly authorized attorney-in-fact.  No proxy shall be
 4 valid after eleven months from the date of its execution, unless
 5 otherwise provided in the proxy.  Where directors or officers are
 6 to be elected by members, the bylaws or board of directors may
 7 provide that the elections may be conducted by mail.
 8      (c)  A copy, facsimile telecommunication, or other reliable
 9 reproduction of the writing or transmission created pursuant to
10 subsection (b) may be used in lieu of the original writing or
11 transmission for any and all purposes for which the original
12 writing or transmission could be used; provided that any such
13 copy, facsimile telecommunication, or other reproduction shall be
14 a complete reproduction of the entire original writing or
15 transmission.
16      (d)  The articles of incorporation or the bylaws may provide
17 that in all elections for directors, every member entitled to
18 vote shall have the right to cumulate the member's vote and give
19 one candidate a number of votes equal to the candidate's vote
20 multiplied by the number of directors to be elected, or by
21 distributing the votes on the same principle among any number of
22 the candidates.
23      (e)  If a corporation has no members or its members have no

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                                     S.B. NO.           2205

 1 right to vote, the directors shall have the sole voting power."
 2      SECTION 3.  New statutory material is underscored.
 3      SECTION 4.  This Act shall take effect upon its approval.
 5                           INTRODUCED BY:  _______________________