STU.25-01 HILT - Mahukona - Laserfiche WebLink

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25 01 unless the notice specifies a later time for the resignation to become effective. No Director may resign when the Corporation would then be left without a duly elected Director or Directors in charge of its affairs. (c) Removal (i) Any Director may be removed, with or without cause, by the vote of the majority of the members of the entire Board of Directors at a special meeting called for that purpose, or at regular meetings, provided notice of that meeting and of the removal questions are given as provided in Section 5.09(b). Any vacancy caused by the removal of a Director shall be filled as provided in Section 5.05(d). (ii) Any Director who does not attend three successive Board meetings will automatically be removed from the Board without Board resolution unless: 1) The Director requests of the Chair or any other Officer a leave of absence for a limited period of time and then the leave is approved by the Directors at a regular or special meeting. 2) The Director suffers from an illness or disability which prevents him or her from attending meetings and the Board by resolution waives the automatic removal procedure of this subsection (ii). 3) If leave is granted under (1) or (2) of this section, the number of Board members required for quorum shall be reduced by one. 4) The Board by resolution of the majority of Board members agrees to reinstate the Director who has missed three meetings. (d) Filling of Vacancies. Any vacancy shall be filled by appointment by a two-thirds majority vote of the remaining members of the Board of Directors. Section 5.05 Place of Meeting; Meeting by Telephone Regular meetings of the Board of Directors may be held at any place within or outside the State of Hawaii, as designated from time to time by resolution of the Board. In the absence of such designation, regular meetings shall be held at the principal office of the Corporation. Special meetings of the Board shall be held at any place within or outside of the State of Hawaii, as designated in the notice of meeting or, if not stated in the notice or if there is no notice, at the principal office of the Corporation. Notwithstanding the above provisions of this section, a regular or special meeting of the Board of Directors may be held at any place consented to in writing, including "electronic writings," or electronic RSVPs, by all Board members, either before or after the meeting. If consents are given, they shall be filed with the minutes of the meeting. Any meeting, regular or special, may be held by conference telephone, video meeting, or similar communication equipment, so long as all Directors participating in the meeting can hear or communicate simultaneously with one another, and all such Directors shall be deemed to be present in person at such meeting. Bylaws Amended: 01/27/2013; 04/02/2013; 10/05/2013; 01/26/2014; 04/18/2014; and 01/25/2015, 01/29/2021, 01/28/2024