REPORT TITLE:
Shareholder Voting


DESCRIPTION:
Provides shareholders the opportunity to authorize another person
to act as a proxy for the sole purpose of voting shares, and to
provide for the proxy authorization to be in writing or
electronically transmitted to the person who will be the holder
of the proxy.

 
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THE SENATE                              S.B. NO.           
TWENTIETH LEGISLATURE, 1999                                
STATE OF HAWAII                                            
                                                             
________________________________________________________________
________________________________________________________________


                   A  BILL  FOR  AN  ACT

RELATING TO CORPORATIONS. 



BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF HAWAII:

 1      SECTION 1.  Section 415-33, Hawaii Revised Statutes, is
 
 2 amended to read as follows:
 
 3      "415-33  Voting of shares.  (a)  Each outstanding share,
 
 4 regardless of class, shall be entitled to one vote on each matter
 
 5 submitted to a vote at a meeting of shareholders, except as may
 
 6 be otherwise provided in the articles of incorporation.  If the
 
 7 articles of incorporation provide for more or less than one vote
 
 8 for any share on any matter, every reference in this chapter to a
 
 9 majority or other proportion of shares shall refer to such a
 
10 majority or other proportion of votes entitled to be cast.
 
11      (b)  Shares held by another corporation, if a majority of
 
12 the shares entitled to vote for the election of directors of the
 
13 other corporation is held by the corporation, shall not be voted
 
14 at any meeting or counted in determining the total number of
 
15 outstanding shares at any given time.
 
16      (c)  A shareholder may vote either in person or by proxy
 
17 executed in writing by the shareholder or by a duly authorized
 
18 attorney-in-fact.  No proxy shall be valid after eleven months
 
19 from the date of its execution, unless otherwise provided in the
 

 
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 1 proxy.  A shareholder may authorize another person to act as a
 
 2 proxy for the shareholder by:
 
 3      (1)  Executing a writing authorizing another person or
 
 4           persons to act as a proxy for the shareholder, which
 
 5           may be accomplished by the shareholder or the
 
 6           shareholder's authorized attorney-in-fact, officer,
 
 7           director, employee, or agent signing such writing or
 
 8           causing the shareholder's signature to be affixed to
 
 9           such writing by any reasonable means, including,
 
10           without limitation the use of a facsimile signature,
 
11           or:
 
12      (2)  Transmitting or authorizing the transmission of a
 
13           telegram, cablegram, facsimile, or other means of
 
14           electronic transmission to the person who will be the
 
15           holder of the proxy or to a proxy solicitation firm,
 
16           proxy support service organization, or similar agent
 
17           duly authorized by the person who will be the holder of
 
18           the proxy to receive such transmission; provided that
 
19           any such transmission shall specify that the
 
20           transmission was authorized by the shareholder.
 
21      (d)  A copy, facsimile telecommunication, or other reliable
 
22 reproduction of the writing or transmission created pursuant to
 
23 subsection (c) may be used in lieu of the original writing or
 

 
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 1 transmission for any and all purposes for which the original
 
 2 writing or transmission could be used; provided that any such
 
 3 copy, facsimile telecommunication, or other reproduction shall be
 
 4 a complete reproduction of the entire original writing or
 
 5 transmission.
 
 6      (e)  If, not less than forty-eight hours prior to thetime
 
 7 fixed for any annual or special meeting, any shareholder or
 
 8 shareholders delivers to any officer of the corporation, a
 
 9 request that the election of directors to be elected at the
 
10 meeting be by cumulative voting, then the directors to be elected
 
11 at the meeting shall be chosen as follows:  each shareholder
 
12 present in person or represented by proxy at the meeting shall
 
13 have a number of votes equal to the number of shares of capital
 
14 stock owned by the shareholder multiplied by the number of
 
15 directors to be elected at the meeting; each shareholder shall be
 
16 entitled to cumulate the votes of said shareholder and give all
 
17 thereof to one nominee or to distribute the votes of said
 
18 shareholder in such manner as the shareholder determines among
 
19 any or all of the nominees; and the nominees receiving the
 
20 highest number of votes on the foregoing basis, up to the total
 
21 number of directors to be elected at the meeting, shall be the
 
22 successful nominees.  The right to have directors elected by
 
23 cumulative voting as aforesaid shall exist notwithstanding that
 

 
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 1 provision therefor is not included in the articles of
 
 2 incorporation or bylaws, and this right shall not be restricted
 
 3 or qualified by any provisions of the articles of incorporation
 
 4 or bylaws; provided that this right may be restricted, qualified,
 
 5 or eliminated by a provision of the articles of incorporation or
 
 6 bylaws of any corporation having a class of equity securities
 
 7 registered pursuant to the Securities Exchange Act of 1934, as
 
 8 amended, which are either listed on a national securities
 
 9 exchange or traded over-the-counter on the National Market of the
 
10 National Association of Securities Dealers, Inc. Automated
 
11 Quotation System.  This section shall not prevent the filling of
 
12 vacancies in the board of directors, which vacancies may be
 
13 filled in such manner as may be provided in the articles of
 
14 incorporation or bylaws.
 
15      (f)  Shares standing in the name of another corporation,
 
16 domestic or foreign, may be voted by such officer, agent, or
 
17 proxy as the bylaws of the other corporation may prescribe, or,
 
18 in the absence of any provision, as the board of directors of the
 
19 other corporation may determine.
 
20      (g)  Shares held by a personal representative may be voted
 
21 by that individual, either in person or by proxy, without a
 
22 transfer of the shares into that individual's name.  Shares
 
23 standing in the name of a trustee may be voted by the trustee,
 

 
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 1 either in person or by proxy, but no trustee shall be entitled to
 
 2 vote shares held without a transfer of the shares into the
 
 3 trustee's name.
 
 4      (h)  Shares standing in the name of a receiver may be voted
 
 5 by the receiver, and shares held by or under the control of a
 
 6 receiver may be voted by the receiver without the transfer
 
 7 thereof into the receiver's name if authority to do so is
 
 8 contained in an appropriate order of the court by which the
 
 9 receiver was appointed.
 
10      (i)  A shareholder whose shares are pledged shall be
 
11 entitled to vote the shares until the shares have been
 
12 transferred into the name of the pledgee, and thereafter the
 
13 pledgee shall be entitled to vote the shares so transferred.
 
14      (j)  On and after the date on which written notice of
 
15 redemption of redeemable shares has been mailed to the holders
 
16 thereof and a sum sufficient to redeem the shares has been
 
17 deposited with a bank or trust company with irrevocable
 
18 instruction and authority to pay the redemption price to the
 
19 holders thereof upon surrender of certificates therefor, the
 
20 shares shall not be entitled to vote on any matter and are not
 
21 deemed to be outstanding shares."
 
22      SECTION 2.  Statutory material to be repealed is bracketed.
 
23 New statutory material is underscored.
 

 
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 1      SECTION 3.  This Act shall take effect upon its approval. 
 
 2 
 
 3                           INTRODUCED BY:  _______________________
 

 
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