The Hawaii Unanimous Written Action of Shareholders of Corporation Removing Director refers to the process by which shareholders in a corporation based in Hawaii can collectively remove a director through a written agreement. This action allows shareholders to exercise their power and authority to remove a director without the need for a formal meeting. Hawaii Revised Statutes (HRS) Section 414D-61 enables shareholders to take this action by providing a legally recognized method for removing a director through written consent, without the necessity of a formal meeting or vote. This provision promotes efficiency and flexibility in corporate governance. The process begins with the shareholders drafting and signing a written consent form, which states their unanimous agreement to remove a director from the corporation's board. The consent form should clearly identify the director being removed and include specific details related to the board and corporation. The Hawaii Unanimous Written Action of Shareholders of Corporation Removing Director allows for different types of removal actions, including: 1. Voluntary Removal: Shareholders proactively initiate and unanimously consent to the removal of a director due to reasons such as underperformance, conflict of interest, breach of fiduciary duty, or any other valid reason consistent with the corporation's bylaws. 2. Removal for Cause: Shareholders collectively remove a director for cause, typically due to gross misconduct, violations of the law, or any act that harms the corporation's best interests. Such removals generally require a higher standard of proof, emphasizing the importance of thorough documentation and evidence. 3. Removal by Shareholder Agreement: Shareholders may have established prior agreements, such as a shareholder agreement or voting agreement, which outline specific removal procedures. These agreements may impose additional requirements or provide alternative mechanisms for director removal. 4. Director Resignation Request: Shareholders may use the unanimous written action as a means to request the resignation of a director. Rather than forcibly removing the director, this approach maintains cooperation by giving the director the opportunity to resign voluntarily. 5. Removal with or without Cause: The Hawaii Unanimous Written Action of Shareholders of Corporation Removing Director permits removal of a director with or without stating a cause. Shareholders have the freedom to decide whether to disclose the reasons behind the removal or keep them confidential. To ensure compliance with Hawaii state law and the corporation's governing documents, it is essential for shareholders to familiarize themselves with the specific procedures outlined in HRS Section 414D-61 and consult legal counsel if necessary.