HRS §414D-145
Rules for calling and notifying board meetings
This section explains when board meetings need notice. Regular meetings usually need no notice. Special meetings need at least two days' notice. In corporations without members, removing a director or approving a member-level matter needs at least seven days' notice unless waived. Certain people can call meetings.
The statute, as written — Call and notice of meetings
(a) Unless the articles, bylaws, or subsection (c) provides otherwise, regular meetings of the board may be held without notice. (b) Unless the articles, bylaws, or subsection (c) provides otherwise, special meetings of the board shall be preceded by at least two days' notice to each director of the date, time, and place, but not the purpose, of the meeting. (c) In corporations without members, any board action to remove a director or to approve a matter that would require approval by the members if the corporation had members, shall not be valid unless each director is given at least seven days' notice that the matter will be voted upon at a directors' meeting or unless notice is waived pursuant to section 414D-146. (d) Unless the articles or bylaws provide otherwise, the presiding officer of the board, the president, or twenty per cent of the directors then in office may call and give notice of a meeting of the board.
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