HRS §414-282
When directors can change the charter without asking shareholders
This section lets a corporation's board of directors change the company's articles of incorporation on their own, without a shareholder vote, but only for certain limited reasons. These reasons include removing initial director names and addresses, or updating the registered agent or office if a change form is already filed. Other changes are only allowed if the law specifically permits them without shareholder approval.
The statute, as written — Amendment by board of directors
Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles of incorporation without shareholder action: (1) To delete the names and addresses of the initial directors; (2) To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the department director; or (3) To make any other change expressly permitted by this chapter to be made without shareholder action.
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