Title: Hawaii Resolution of Shareholders Authorizing an Increase in the Number of Directors of Corporation: A Comprehensive Guide Keywords: Hawaii resolution, shareholders, increase in number of directors, corporation, types of resolutions Introduction: A Hawaii Resolution of Shareholders Authorizing an Increase in the Number of Directors of a Corporation is a legal document that grants permission to a corporation's board of directors to expand its composition. This resolution is crucial for corporations seeking to accommodate growth, operational changes, or achieve better corporate governance. Let's delve into the details of this resolution, including its significance and potential variations. 1. Purpose and Significance: The Hawaii Resolution of Shareholders Authorizing an Increase in the Number of Directors of a Corporation is designed to address certain organizational needs, such as: — Adapting to business growth: As a corporation expands its operations, additional directors may be required to oversee and manage the growing complexity effectively. — Enhancing expertise diversity: Increasing the number of directors allows for a broader range of skills and knowledge, enabling more robust decision-making and strategic planning. — Ensuring competent governance: A well-structured board of directors strengthens corporate governance by providing diverse perspectives and preventing potential conflicts of interest. 2. Main Components of the Resolution: The resolution typically includes the following crucial elements: — Meeting details: Date, time, and location of the shareholder's meeting where the resolution will be considered. — Shareholder approval: A statement acknowledging that the resolution requires the approval of a specific percentage or majority share of the corporation's shareholders. — Quorum requirements: Specifying the minimum number of shareholders or shares needed to be present at the meeting for the resolution to be valid. — Proposal details: A clear statement indicating the desired increase in the number of directors and their intended qualifications, if applicable. — Voting procedure: Outlining the voting method, whether by show of hands, written ballot, or other means, along with the required voting threshold. — Effective date: The day on which the resolution takes effect upon the approval of the shareholders. 3. Types of Hawaii Resolutions for Director Increase: Different types of resolutions related to increasing the number of directors can include: — General Director Increase Resolution: This resolves to seek permission to increase the overall number of directors without specifying the exact number of qualifications. — Specific Director Increase Resolution: This specifies the exact number of additional directors to be added, their qualifications, and any related changes to the corporation's bylaws or articles of incorporation. — Concurrent Officer Increase Resolution: In some cases, a corporation may propose increasing both directors and officers simultaneously to ensure a balanced distribution of responsibilities among the leadership team. Conclusion: A Hawaii Resolution of Shareholders Authorizing an Increase in the Number of Directors of a Corporation is a critical step for corporations to accommodate growth, enhance expertise diversity, and improve governance. Whether it is a general resolution, specific resolution, or concurrent resolution with officer increase, careful consideration of the resolution's purpose, approval process, and its impact on the corporation's governance structure is crucial to effective implementation.