HRS §414-146
Voting rules for groups of shareholders
This section explains how a group of shares votes on a matter at a meeting. It sets the minimum number of shares needed to vote (a quorum) and how approval is decided. It also says that once a share is present, it counts for the whole meeting, and points to other sections for special rules.
The statute, as written — Quorum and voting requirements for voting groups
(a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this chapter provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. (b) Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting. (c) If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or this chapter require a greater number of affirmative votes. (d) An amendment of articles of incorporation adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified in subsection (a) or (c) is governed by section 414-148. (e) The election of directors is governed by section 414-149.
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