bjreichel
newbie
- Joined
- Apr 2, 2019
- Messages
- 59
- Reaction score
- 20
- Points
- 8
- Location
- Denver, CO
- Resorts Owned
- PAHIO at Kauai Beach Villas
Would someone please be able to answer these questions regarding the upcoming annual meeting:
1. Who is in charge of vetting Board candidates to ensure compliance with Bylaw Article 3.01 ("Each Director must be a member which shall include an officer of a corporate member, or a general partner of a member that is a partnership, or a trustee of a trust that is a member")? . An "officer of a corporation" has a very specific legal meaning, and does not include mere managers; it must be someone who is hired by and reports directly to a corporation's board of directors.
2. Who monitors the validity of proxies and votes cast for the election of Board members to ensure that we are in compliance with Hawaii law and the proxy requirements outlined in the Bylaws? Specifically, Section 16-106-58 of Hawaii's Administrative Rules for Time Sharing (issued by Hawaii's Department of Commerce and Consumer Affairs) and Bylaw Article 2.10?
3. If a corporation casts a vote as an owner or proxy holder, what procedures are in place to ensure that the vote or proxy is properly authorized by the governing body of that corporate owner? Anyone can claim to represent an entity, but what procedures are actually in place to ensure that a person casting a vote on behalf of a corporation has actual authority to do so?
1. Who is in charge of vetting Board candidates to ensure compliance with Bylaw Article 3.01 ("Each Director must be a member which shall include an officer of a corporate member, or a general partner of a member that is a partnership, or a trustee of a trust that is a member")? . An "officer of a corporation" has a very specific legal meaning, and does not include mere managers; it must be someone who is hired by and reports directly to a corporation's board of directors.
2. Who monitors the validity of proxies and votes cast for the election of Board members to ensure that we are in compliance with Hawaii law and the proxy requirements outlined in the Bylaws? Specifically, Section 16-106-58 of Hawaii's Administrative Rules for Time Sharing (issued by Hawaii's Department of Commerce and Consumer Affairs) and Bylaw Article 2.10?
3. If a corporation casts a vote as an owner or proxy holder, what procedures are in place to ensure that the vote or proxy is properly authorized by the governing body of that corporate owner? Anyone can claim to represent an entity, but what procedures are actually in place to ensure that a person casting a vote on behalf of a corporation has actual authority to do so?