HRS §414-302
Rules for raising shareholder voting requirements
This section lets shareholders adopt or change a bylaw that raises the quorum or voting requirement above what the law normally requires, but only if the company's articles of incorporation allow it. The change must be approved by the same high vote and quorum it sets. The board of directors cannot make or change this kind of bylaw.
The statute, as written — Bylaw increasing quorum or voting requirement for shareholders
(a) If authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is required by this chapter. The adoption or amendment of a bylaw that adds, changes, or deletes a greater quorum or voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater. (b) A bylaw that fixes a greater quorum or voting requirement for shareholders under subsection (a) may not be adopted, amended, or repealed by the board of directors.
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