Hawaii Revised Statutes
Title 23. Corporations and Partnerships
414D. Hawaii Nonprofit Corporations Act

414D-19 Shares of stock and dividends prohibited; compensation; distribution. - §414D-19 Shares of stock and dividends prohibited; compensation; distribution. A...

414D-20 Notice to the attorney general of commencement of proceeding. - §414D-20 Notice to the attorney general of commencement of proceeding....

414D-31 Incorporators. - §414D-31 Incorporators. One or more individuals may act as the...

414D-32 Articles of incorporation. - §414D-32 Articles of incorporation. (a) The articles of incorporation shall...

414D-33 Incorporation. - §414D-33 Incorporation. (a) A corporation's existence begins when the articles...

414D-34 Liability for preincorporation transactions. - §414D-34 Liability for preincorporation transactions. All persons purporting to act...

414D-35 Organization of corporation. - §414D-35 Organization of corporation. (a) After incorporation: (1) If initial...

414D-36 Bylaws. - §414D-36 Bylaws. (a) The incorporators or board of directors of...

414D-37 Emergency bylaws and powers. - §414D-37 Emergency bylaws and powers. (a) Unless the articles provide...

414D-51 Purposes. - §414D-51 Purposes. (a) Every corporation incorporated under this chapter has...

414D-52 General powers. - §414D-52 General powers. Unless its articles of incorporation provide otherwise,...

414D-53 Emergency powers. - §414D-53 Emergency powers. (a) In anticipation of or during an...

414D-54 Ultra vires. - §414D-54 Ultra vires. (a) Except as provided in subsection (b),...

414D-61 Corporate name. - §414D-61 Corporate name. (a) A corporate name shall not contain...

414D-62 Reserved name. - §414D-62 Reserved name. (a) A person may reserve the exclusive...

414D-63 REPEALED. - §414D-63 REPEALED. L 2003, c 124, §101.

414D-64 Administrative order of abatement for infringement of corporate name. - §414D-64 Administrative order of abatement for infringement of corporate name....

414D-71 Registered agent. - §414D-71 Registered agent. Each corporation shall continuously maintain in this...

414D-72 Designation or change of registered agent. - §414D-72 Designation or change of registered agent. (a) A corporation...

414D-73 Resignation of registered agent. - §414D-73 Resignation of registered agent. A registered agent may resign...

414D-74 Service on corporation. - §414D-74 Service on corporation. (a) Service of any notice or...

414D-81 Admission. - §414D-81 Admission. (a) The articles or bylaws may establish criteria...

414D-82 Consideration. - §414D-82 Consideration. Except as provided in its articles or bylaws,...

414D-83 No requirement of members. - §414D-83 No requirement of members. A corporation is not required...

414D-84 Differences in rights and obligations of members. - §414D-84 Differences in rights and obligations of members. (a) All...

414D-85 Member's liability to third parties. - §414D-85 Member's liability to third parties. A member of a...

414D-86 Member's liability for dues, assessments, and fees. - §414D-86 Member's liability for dues, assessments, and fees. A member...

414D-87 Creditor's action against member. - §414D-87 Creditor's action against member. (a) No action may be...

414D-88 REPEALED. - §414D-88 REPEALED. L 2002, c 130, §113.

414D-89 Termination, expulsion, and suspension. - §414D-89 Termination, expulsion, and suspension. (a) No member may be...

414D-89.5 Amendment terminating or canceling members; redemption of membership. (a) Any amendment to the articles or bylaws which would terminate all members or any class of members or redeem or cancel all memberships or any class of memberships shal... - §414D-89.5 Amendment terminating or canceling members; redemption of membership. (a)...

414D-90 Derivative suits. - §414D-90 Derivative suits. (a) A proceeding may be brought on...

414D-91 Delegates. - §414D-91 Delegates. (a) A corporation may provide in its articles...

414D-92 Purchase of memberships. - §414D-92 Purchase of memberships. (a) A public benefit corporation shall...

414D-101 Annual and regular meetings. - §414D-101 Annual and regular meetings. (a) A corporation with members...

414D-102 Special meetings. - §414D-102 Special meetings. (a) A corporation with members shall hold...

414D-103 Court-ordered meetings. - §414D-103 Court-ordered meetings. (a) The court of the county where...

414D-104 Action by written consent. - §414D-104 Action by written consent. (a) Unless limited or prohibited...

414D-104.5 Action by ballot. - §414D-104.5 Action by ballot. (a) Except as otherwise restricted by...

414D-105 Notice of meeting. - §414D-105 Notice of meeting. (a) A corporation shall give notice...

414D-106 Waiver of notice. - §414D-106 Waiver of notice. (a) A member may waive any...

414D-107 Record date; determining members entitled to notice and vote. - §414D-107 Record date; determining members entitled to notice and vote....

414D-108 REPEALED. - §414D-108 REPEALED. L 2002, c 130, §114.

414D-109 Members' list for meeting. - §414D-109 Members' list for meeting. (a) After fixing a record...

414D-110 Voting entitlement generally. - §414D-110 Voting entitlement generally. (a) The right of the members,...

414D-111 Quorum requirements. - §414D-111 Quorum requirements. (a) Unless this chapter, the articles, or...

414D-112 Voting requirements. - §414D-112 Voting requirements. (a) Unless this chapter, the articles, or...

414D-113 Proxies. - §414D-113 Proxies. (a) Unless the articles or bylaws prohibit or...

414D-114 Cumulative voting for directors. - §414D-114 Cumulative voting for directors. (a) If the articles or...

414D-115 Other methods of electing directors. - §414D-115 Other methods of electing directors. A corporation may provide...

414D-116 Corporation's acceptance of votes. - §414D-116 Corporation's acceptance of votes. (a) If the name signed...

414D-117 Voting agreements. - §414D-117 Voting agreements. (a) Two or more members may provide...

414D-131 Requirement for and duties of the board. - §414D-131 Requirement for and duties of the board. (a) Each...

414D-132 Qualifications of directors. - §414D-132 Qualifications of directors. All directors shall be individuals. A...

414D-133 Number of directors. - §414D-133 Number of directors. (a) A board of directors shall...

414D-134 Election, designation, and appointment of directors. - §414D-134 Election, designation, and appointment of directors. (a) If the...

414D-135 Terms of directors generally. - §414D-135 Terms of directors generally. (a) The articles or bylaws...

414D-136 Staggered terms for directors. - §414D-136 Staggered terms for directors. The articles or bylaws may...

414D-137 Resignation of directors. - §414D-137 Resignation of directors. (a) A director may resign at...

414D-138 Removal of directors elected by members or directors. - §414D-138 Removal of directors elected by members or directors. (a)...

414D-139 Removal of designated or appointed directors. - §414D-139 Removal of designated or appointed directors. (a) A designated...

414D-140 Removal of directors by judicial proceeding. - §414D-140 Removal of directors by judicial proceeding. (a) The circuit...

414D-141 Vacancy on board. - §414D-141 Vacancy on board. (a) Unless the articles or bylaws...

414D-142 Compensation of directors. - §414D-142 Compensation of directors. Unless the articles or bylaws provide...

414D-143 Regular and special meetings. - §414D-143 Regular and special meetings. (a) If the time and...

414D-144 Action without meeting. - §414D-144 Action without meeting. (a) Unless the articles or bylaws...

414D-145 Call and notice of meetings. - §414D-145 Call and notice of meetings. (a) Unless the articles,...

414D-146 Waiver of notice of meeting. - §414D-146 Waiver of notice of meeting. (a) A director may...

414D-147 Quorum and voting. - §414D-147 Quorum and voting. (a) Except as otherwise provided in...

414D-148 Committees of the board. - §414D-148 Committees of the board. (a) Unless prohibited or limited...

414D-149 General standards for directors. - §414D-149 General standards for directors. (a) A director shall discharge...

414D-150 Director conflict of interest. - §414D-150 Director conflict of interest. (a) A conflict of interest...

414D-151 Loans to or guaranties for directors and officers. - §414D-151 Loans to or guaranties for directors and officers. (a)...

414D-152 Liability for unlawful distributions. - §414D-152 Liability for unlawful distributions. (a) Unless a director complies...

414D-153 Required officers. - §414D-153 Required officers. (a) A corporation shall have the officers...

414D-154 Duties and authority of officers. - §414D-154 Duties and authority of officers. Each officer has the...

414D-155 Standards of conduct for officers. - §414D-155 Standards of conduct for officers. (a) An officer with...

414D-156 Resignation and removal of officers. - §414D-156 Resignation and removal of officers. (a) An officer may...

414D-157 Contract rights of officers. - §414D-157 Contract rights of officers. (a) The appointment of an...

414D-158 Officers' authority to execute documents. - §414D-158 Officers' authority to execute documents. Any contract or other...

414D-159 Definitions. - §414D-159 Definitions. Sections 414D-160 to 414D-167 shall incorporate the following...

414D-160 Authority to indemnify. - §414D-160 Authority to indemnify. (a) Except as provided in subsection...

414D-161 Mandatory indemnification. - §414D-161 Mandatory indemnification. Unless limited by its articles of incorporation,...

414D-162 Advance for expenses. - §414D-162 Advance for expenses. (a) A corporation, before final disposition...

414D-163 Court-ordered indemnification. - §414D-163 Court-ordered indemnification. Unless limited by a corporation's articles of...

414D-164 Determination and authorization of indemnification. - §414D-164 Determination and authorization of indemnification. (a) A corporation may...

414D-165 Indemnification of officers, employees, and agents. - §414D-165 Indemnification of officers, employees, and agents. (a) An officer...

414D-166 Insurance. - §414D-166 Insurance. A corporation may purchase and maintain insurance on...

414D-167 Application of this part. - §414D-167 Application of this part. (a) A provision treating a...

414D-181 Authority to amend. - §414D-181 Authority to amend. A corporation may amend its articles...

414D-182 Procedure to amend articles of incorporation. - §414D-182 Procedure to amend articles of incorporation. (a) Amendments to...

414D-183 Articles of amendment. - §414D-183 Articles of amendment. A corporation amending its articles shall...

414D-184 Restated, amended and restated, articles of incorporation. - §414D-184 Restated, amended and restated, articles of incorporation. (a) A...

414D-185 Amendment pursuant to judicial reorganization. - §414D-185 Amendment pursuant to judicial reorganization. (a) A corporation's articles...

414D-186 Effect of amendment and restatement. - §414D-186 Effect of amendment and restatement. An amendment to articles...

414D-187 Bylaws. - §414D-187 Bylaws. The initial bylaws of a corporation shall be...

414D-188 Approval by third persons. - §414D-188 Approval by third persons. The articles may require an...

414D-200 Definitions - §414D-200 Definitions. As used in this part: "Association" means an...

414D-201 Merger. - §414D-201 Merger. (a) Pursuant to a plan of merger approved...

414D-201.5 Foreign mergers. - §414D-201.5 Foreign mergers. (a) Whenever a foreign entity authorized to...

414D-202 Action on plan by board, members, and third persons. - §414D-202 Action on plan by board, members, and third persons....

414D-203 Articles of merger. - §414D-203 Articles of merger. (a) After a plan of merger...

414D-204 Effect of merger. - §414D-204 Effect of merger. (a) When a merger takes effect:...

414D-205 REPEALED. - §414D-205 REPEALED. L 2002, c 41, §28.

414D-206 Bequests, devises, and gifts. - §414D-206 Bequests, devises, and gifts. Any bequest, devise, gift, grant,...

414D-207 REPEALED. - §414D-207 REPEALED. L 2012, c 37, §1.

414D-207.1 Conversions into and from corporations. (a) A domestic corporation may adopt a plan of conversion and convert to a foreign corporation if: (1) The board of directors and members, if any, of the domestic corporation approve the plan of conv... - §414D-207.1 Conversions into and from corporations. (a) A domestic corporation...

414D-208 REPEALED. - §414D-208 REPEALED. L 2012, c 37, §2.

414D-208.1 Articles of conversion. (a) If a plan of conversion has been approved in the manner prescribed by section 414D-202 and has not been abandoned, articles of conversion shall be executed by an officer or other duly authorized representative o... - §414D-208.1 Articles of conversion. (a) If a plan of conversion...

414D-209 REPEALED. - §414D-209 REPEALED. L 2003, c 124, §102.

414D-210 REPEALED. - §414D-210 REPEALED. L 2012, c 37, §3.

414D-210.1 Effect of conversion. - §414D-210.1 Effect of conversion. When a conversion becomes effective: (1)...

414D-211 Limitations on merger by public benefit corporations. - §414D-211 Limitations on merger by public benefit corporations. (a) Without...

414D-221 Sale of assets in regular course of activities and mortgage of assets. - §414D-221 Sale of assets in regular course of activities and...

414D-222 Sale of assets other than in regular course of activities. - §414D-222 Sale of assets other than in regular course of...

414D-231 Prohibited distributions. - §414D-231 Prohibited distributions. Except as authorized by section 414D-232, a...

414D-232 Authorized distributions. - §414D-232 Authorized distributions. (a) A corporation other than a public...

414D-233 Notice to the attorney general of intention to dissolve - §414D-233 Notice to the attorney general of intention to dissolve....

414D-241 Dissolution by incorporators, initial directors, and third persons. - §414D-241 Dissolution by incorporators, initial directors, and third persons. A...

414D-242 Dissolution by directors, members, and third persons. - §414D-242 Dissolution by directors, members, and third persons. (a) Unless...

414D-243 Articles of dissolution. - §414D-243 Articles of dissolution. (a) At any time after dissolution...

414D-244 Revocation of dissolution. - §414D-244 Revocation of dissolution. (a) A corporation may revoke its...

414D-245 Effect of dissolution. - §414D-245 Effect of dissolution. (a) A dissolved corporation continues its...

414D-245.5 Trustees or receivers for dissolved corporations; appointment; powers; duties. (a) When any corporation organized under the laws of this State shall be or shall have been dissolved or shall cease or shall have ceased to exist, the circuit... - §414D-245.5 Trustees or receivers for dissolved corporations; appointment; powers; duties....

414D-246 Known claims against dissolved corporation. - §414D-246 Known claims against dissolved corporation. (a) A dissolved corporation...

414D-247 Unknown claims against dissolved corporation. - §414D-247 Unknown claims against dissolved corporation. (a) A dissolved corporation...

414D-248 Grounds for administrative dissolution. - §414D-248 Grounds for administrative dissolution. The department director may commence...

414D-249 Procedure for and effect of administrative dissolution and effect of expiration. - §414D-249 Procedure for and effect of administrative dissolution and effect...

414D-250 Reinstatement following administrative dissolution. - §414D-250 Reinstatement following administrative dissolution. (a) A corporation administratively dissolved...

414D-251 Appeal from denial of reinstatement. - §414D-251 Appeal from denial of reinstatement. (a) The department director,...

414D-252 Grounds for judicial dissolution. - §414D-252 Grounds for judicial dissolution. (a) The court may dissolve...

414D-253 Procedure for judicial dissolution. - §414D-253 Procedure for judicial dissolution. (a) Venue for a proceeding...

414D-254 Receivership or custodianship. - §414D-254 Receivership or custodianship. (a) A court in a judicial...

414D-255 Decree of dissolution. - §414D-255 Decree of dissolution. (a) If, after a hearing, the...

414D-256 Deposit with director of finance. - §414D-256 Deposit with director of finance. Assets of a dissolved...

414D-271 Authority to transact business required. - §414D-271 Authority to transact business required. (a) A foreign corporation...

414D-272 Consequences of transacting business without authority. - §414D-272 Consequences of transacting business without authority. (a) A foreign...

414D-273 Application for certificate of authority. - §414D-273 Application for certificate of authority. (a) A foreign corporation...

414D-274 Change of name by foreign corporation. - §414D-274 Change of name by foreign corporation. (a) Whenever the...

414D-275 Effect of certificate of authority. - §414D-275 Effect of certificate of authority. (a) A certificate of...

414D-276 Corporate name of foreign corporation. - §414D-276 Corporate name of foreign corporation. (a) If the corporate...

414D-277 Registered agent of foreign corporation. - §414D-277 Registered agent of foreign corporation. Each foreign corporation authorized...

414D-278 Change of registered agent of foreign corporation. - §414D-278 Change of registered agent of foreign corporation. (a) A...

414D-279 Resignation of registered agent of foreign corporation. - §414D-279 Resignation of registered agent of foreign corporation. The registered...

414D-280 Service on foreign corporation. - §414D-280 Service on foreign corporation. (a) Service of any notice...

414D-281 Application to corporations heretofore authorized to transact business in this State. - §414D-281 Application to corporations heretofore authorized to transact business in...

414D-282 Withdrawal of foreign corporation. - §414D-282 Withdrawal of foreign corporation. (a) A foreign corporation authorized...

414D-283 Grounds for revocation of certificate of authority. - §414D-283 Grounds for revocation of certificate of authority. The department...

414D-284 Procedure and effect of revocation. - §414D-284 Procedure and effect of revocation. (a) The department director...

414D-285 Appeal from revocation. - §414D-285 Appeal from revocation. (a) A foreign corporation may appeal...

414D-301 Corporate records. - §414D-301 Corporate records. (a) A corporation shall keep as permanent...

414D-302 Inspection of records by members. - §414D-302 Inspection of records by members. (a) Subject to sections...

414D-303 Scope of inspection rights. - §414D-303 Scope of inspection rights. (a) A member's agent or...

414D-304 Court-ordered inspection. - §414D-304 Court-ordered inspection. (a) If a corporation does not allow...

414D-305 Limitations on use of membership list. - §414D-305 Limitations on use of membership list. Without consent of...

414D-306 Financial statements for members. - §414D-306 Financial statements for members. (a) A corporation upon written...

414D-306.5 Inspection of records by directors. - §414D-306.5 Inspection of records by directors. (a) A director of...

414D-307 Report of indemnification to members. - §414D-307 Report of indemnification to members. If a corporation indemnifies...

414D-308 Annual report. - §414D-308 Annual report. (a) Each domestic corporation, and each foreign...

414D-311 Superseding chapters. - §414D-311 Superseding chapters. In the event of any conflict between...

414D-321 Application to existing domestic corporations. - Note Part renumbered by L 2002, c 130, §37. §414D-321...

414D-322 Application to qualified foreign corporations. - §414D-322 Application to qualified foreign corporations. A foreign corporation authorized...

414D-323 Saving provisions. - §414D-323 Saving provisions. (a) Except as provided in subsection (b),...

414D-324 Severability. - §414D-324 Severability. If any provision of this chapter or its...

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Hawaii Revised Statutes Title 23. Corporations and Partnerships 414D. Hawaii Nonprofit Corporations Act

Hawaii Revised Statutes
Title 23. Corporations and Partnerships
414D. Hawaii Nonprofit Corporations Act