2023 Hawaii Revised Statutes
Title 23. Corporations and Partnerships
421J. Planned Community Associations
421J-3.3 Removal of directors elected by members or directors.
§421J-3.3 Removal of directors elected by members or directors. (a) The members may remove a director elected by the members with or without cause unless otherwise provided in the association documents. If the removal is successful, the replacement director shall be elected for the remainder of the removed director's term in accordance with all applicable requirements and procedures in the association documents and this chapter. If the replacement director is not elected at the meeting in which the removal occurred, notwithstanding anything to the contrary in the association documents, the board may fill vacancies to serve until the next annual or duly noticed special meeting of the association.
(b) If a director is elected by a class, chapter, or other organizational unit, or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit, or grouping.
(c) Except as provided in subsection (i), a director may be removed under subsection (a) or (b) only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.
(d) If cumulative voting is authorized at the meeting, the director may not be removed if the number of votes, or if the director was elected by a class, chapter, unit, or grouping of members, the number of votes of that class, chapter, unit, or grouping, sufficient to elect the director under cumulative voting is against the director's removal.
(e) A director elected by members may be removed by the members at any regular or special meeting; provided that:
(1) The board of directors recommends removal of the director; or
(2) A member delivers to the secretary of the association or managing agent a petition for removal of the director that:
(A) Is signed by members representing at least one hundred units or members who own at least twenty-five per cent of the total number of units in the planned community, whichever is less;
(B) Contains the printed name, identification of the unit, address of the signing members, and dates of their signatures;
(C) Is delivered within seven days after the posting of a notice of intent to distribute proxies that includes the election of directors in accordance with section 421J-4(e), or within seven days after the posting of a notice of intent to distribute a notice of a meeting under section 421J-3.5(f); and
(D) Is submitted within one hundred twenty days of the earliest signature.
(f) If the board of directors recommends removal, or if a timely petition is delivered to the secretary of the association or managing agent, the secretary or managing agent shall include the proposed removal in the notice of the meeting.
(g) In computing whether a director is protected from removal under subsections (b) through (d), it shall be assumed that the votes against removal of the director are cast in an election for the number of directors to the class to which that director belonged at the meeting at which the removal is proposed.
(h) An entire board of directors may be removed pursuant to subsections (a) through (c).
(i) If, at the beginning of a director's term on the board, the association documents provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal. [L 2022, c 69, pt of §1]
