STU.25-01 HILT - Mahukona - Laserfiche WebLink

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25 01 Section 5.06 Annual Meetings The Board of Directors shall hold an annual meeting at a time and place designated by the Board of Directors for purposes of electing officers, designating committees, and transacting regular business. Notice of these meetings shall be made not less than 10 days in advance thereof, except that any Director may waive notice as provided in Section 5.10. Section 5.07 Regular Meetings The Board of Directors may establish regular meetings to be held in such places and at such times as it may from time to time by vote determine, and no further notice thereof shall be required. Section 5.08 Special Meetings (a) Authority to Call. Special meetings of the Board of Directors for any purpose may be called at any time by the Chair or any two Directors. (b) Notice. Notice of any special meeting of the Board of Directors shall be given to all Directors either by first-class mail at least four days in advance, or by notice delivered personally or by telephone, electronic mail, fax or other electronic transmission at least 48 hours in advance except that such notice may be waived by any Director as set forth in Section 5.10 below. Non-receipt by a Director of the notice of meeting sent to such Director shall not invalidate any business transacted at the meeting while a quorum was present. Section 5.09 Waiver of Notice. (a) Any Director may, prior to, at the meeting, or subsequent thereto, waive notice of any meeting in writing, signed by him or her. (b) The presence at any meeting of any Director shall be the equivalent of a waiver of the requirement of the giving of notice of said meeting to such Director except when a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. (c) When two-thirds of the total number of Directors of the Corporation sign a written consent or approval on the record of the meeting, actions taken at the meeting, however called or notified, shall be valid. Section 5.10 Quorum A majority of the total number of elected Directors shall constitute a quorum to transact business, and, in order to be valid, any act or business must receive the approval of a majority of such quorum, subject to the provisions of the Hawaii Nonprofit Corporation Act. A vacancy or vacancies in the membership of the Board of Directors shall not affect the validity of any action of the Board of Directors, provided there is present at the meeting a quorum of all the Directors as defined by this section and section 5.05(c)(ii)(3) of this Article. 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