REPORT TITLE:
Corporation Shareholder Proxys


DESCRIPTION:
Allows a shareholder of a corporation to utilize either a written
and signed, or electronically transmitted document to authorize
another person to vote shares by proxy.  (SB1143 HD1)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                                        1143
THE SENATE                              S.B. NO.           H.D. 1
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
 
20 proxy.  A shareholder may authorize another person to act as a
 

 
Page 2                                                     1143
                                     S.B. NO.           H.D. 1
                                                        
                                                        

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

 
Page 3                                                     1143
                                     S.B. NO.           H.D. 1
                                                        
                                                        

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

 
Page 4                                                     1143
                                     S.B. NO.           H.D. 1
                                                        
                                                        

 
 1           elected by cumulative voting as aforesaid shall exist
 
 2           notwithstanding that provision therefor is not included
 
 3           in the articles of incorporation or bylaws, and this
 
 4           right shall not be restricted or qualified by any
 
 5           provisions of the articles of incorporation or bylaws;
 
 6           provided that this right may be restricted, qualified,
 
 7           or eliminated by a provision of the articles of
 
 8           incorporation or bylaws of any corporation having a
 
 9           class of equity securities registered pursuant to the
 
10           Securities Exchange Act of 1934, as amended, [which]
 
11           that are either listed on a national securities
 
12           exchange or traded over-the-counter on the National
 
13           Market of the National Association of Securities
 
14           Dealers, Inc. Automated Quotation System.  This section
 
15           shall not prevent the filling of vacancies in the board
 
16           of directors, which vacancies may be filled in such
 
17           manner as may be provided in the articles of
 
18           incorporation or bylaws.
 
19      (f)  Shares standing in the name of another corporation,
 
20 domestic or foreign, may be voted by such officer, agent, or
 
21 proxy as the bylaws of the other corporation may prescribe, or,
 
22 in the absence of any provision, as the board of directors of the
 
23 other corporation may determine.
 

 
Page 5                                                     1143
                                     S.B. NO.           H.D. 1
                                                        
                                                        

 
 1      (g)  Shares held by a personal representative may be voted
 
 2 by that individual, either in person or by proxy, without a
 
 3 transfer of the shares into that individual's name.  Shares
 
 4 standing in the name of a trustee may be voted by the trustee,
 
 5 either in person or by proxy, but no trustee shall be entitled to
 
 6 vote shares held without a transfer of the shares into the
 
 7 trustee's name.
 
 8      (h)  Shares standing in the name of a receiver may be voted
 
 9 by the receiver, and shares held by or under the control of a
 
10 receiver may be voted by the receiver without the transfer
 
11 thereof into the receiver's name if authority to do so is
 
12 contained in an appropriate order of the court by which the
 
13 receiver was appointed.
 
14      (i)  A shareholder whose shares are pledged shall be
 
15 entitled to vote the shares until the shares have been
 
16 transferred into the name of the pledgee, and thereafter the
 
17 pledgee shall be entitled to vote the shares so transferred.
 
18      (j)  On and after the date on which written notice of
 
19 redemption of redeemable shares has been mailed to the holders
 
20 thereof and a sum sufficient to redeem the shares has been
 
21 deposited with a bank or trust company with irrevocable
 
22 instruction and authority to pay the redemption price to the
 
23 holders thereof upon surrender of certificates therefor, the
 

 
Page 6                                                     1143
                                     S.B. NO.           H.D. 1
                                                        
                                                        

 
 1 shares shall not be entitled to vote on any matter and are not
 
 2 deemed to be outstanding shares."
 
 3      SECTION 2.   Statutory material to be repealed is bracketed.
 
 4 New statutory material is underscored.
 
 5      SECTION 3.  This Act shall take effect upon its approval.