Haw. Rev. Stat. § 414-263 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-263
Directors' action.
Status: in_force

(a) The action of directors respecting a transaction is effective for purposes of section 414-262(b)(1) if the transaction received the affirmative vote of a majority (but no fewer than two) of those qualified directors on the board of directors or on a duly empowered committee of the board who voted on the transaction after either required disclosure to them (to the extent the information was not known by them) or compliance with subsection (b); provided that action by a committee is so effective only if:

(1) All its members are qualified directors; and

(2) Its members are either all the qualified directors on the board or are appointed by the affirmative vote of a majority of the qualified directors on the board.

(b) If a director has a conflicting interest respecting a transaction, but neither the director nor a related person of the director, as set forth in paragraph (2) of the definition of "related person" in section 414-261, is a party to the transaction, and if the director has a duty under law or professional canon, or a duty of confidentiality to another person, respecting information relating to the transaction such that the director may not make the required disclosure described in paragraph (2) of the definition of "required disclosure" in section 414-261, then disclosure is sufficient for purposes of subsection (a) if the director:

(1) Discloses to the directors voting on the transaction the existence and nature of the director's conflicting interest and informs them of the character and limitations imposed by that duty before their vote on the transaction; and

(2) Plays no part, directly or indirectly, in their deliberations or vote.

(c) A majority (but no fewer than two) of all the qualified directors on the board of directors, or on the committee, constitutes a quorum for purposes of action that complies with this section. The action of directors that otherwise complies with this section is not affected by the presence or vote of a director who is not a qualified director.

(d) For purposes of this section, "qualified director" means, with respect to a director's conflicting interest transaction, any director who does not have either:

(1) A conflicting interest respecting the transaction; or

(2) A familial, financial, professional, or employment relationship with a second director who does have a conflicting interest respecting the transaction, which relationship would, in the circumstances, reasonably be expected to exert an influence on the first director's judgment when voting on the transaction. [L 2000, c 244, pt of §1; am L 2001, c 129, §26]
Haw. Rev. Stat. § 425E-907 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-907
Certificate of withdrawal; effect of failure to have certificate.
Status: in_force

(a) A foreign limited partnership registered to transact business in this State may withdraw from this State upon procuring from the director a certificate of withdrawal. In order to procure a certificate of withdrawal, the foreign limited partnership shall deliver to the director an application for withdrawal, certified and signed by a general partner, which shall set forth:

(1) The name of the foreign limited partnership and the state or country under the laws of which it is formed;

(2) That the foreign limited partnership is not transacting business in this State;

(3) That the foreign limited partnership surrenders its authority to transact business in this State;

(4) That the foreign limited partnership revokes the authority of its registered agent in this State to accept service of process and consents that service of process in any action, suit, or proceeding based upon any cause of action arising in this State during the time the partnership was authorized to transact business in this State may thereafter be made on the partnership by service thereof on the director;

(5) The name and address of each general partner;

(6) The dates that notice of the foreign limited partnership's intent to withdraw from this State was published, once in each of four successive weeks (four publications) in a newspaper of general circulation published in this State, or a statement that publication was not made;

(7) That all taxes, debts, obligations, and liabilities of the foreign limited partnership in this State have been paid and discharged or that adequate provision has been made therefor;

(8) A mailing address to which the director may mail a copy of any process against the foreign limited partnership that may be served on the director; and

(9) Such additional information as may be necessary or appropriate in order to enable the director to determine and assess any unpaid fees payable by the foreign limited partnership.

(b) After the filing of the application of withdrawal, the director shall issue a certificate of withdrawal which shall be effective as of the date of the filing of the application of withdrawal, and the authority of the foreign limited partnership to transact business in this State shall cease.

(c) A withdrawal shall not terminate the authority of the director to accept service of process on the foreign limited partnership with respect to causes of action arising out of the transaction of business in this State.

(d) A foreign limited partnership transacting business in this State may not maintain an action or proceeding in this State unless it has a certificate of authority to transact business in this State.

(e) The failure of a foreign limited partnership to have a certificate of authority to transact business in this State shall not impair the validity of a contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending an action or proceeding in this State.

(f) A partner of a foreign limited partnership shall not be liable for the obligations of the foreign limited partnership solely by reason of the foreign limited partnership's having transacted business in this State without a certificate of authority.

(g) If a foreign limited partnership transacts business in this State without a certificate of authority or cancels its certificate of authority, it consents that service of process in any action, suit, or proceeding based upon any cause of action arising out of the transaction of business in this State may thereafter be made on the partnership by service thereof on the director. [L 2003, c 210, pt of §1; am L 2004, c 121, §38]
Haw. Rev. Stat. § 428-1003 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-1003
Activities not constituting transacting business.
Status: in_force

(a) The activities of a foreign limited liability company that do not constitute transacting business in this State within the meaning of this part include:

(1) Maintaining, defending, or settling an action or proceeding;

(2) Holding meetings of its members or managers or carrying on any other activity concerning its internal affairs;

(3) Maintaining bank accounts;

(4) Maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited liability company's own securities or maintaining trustees or depositories with respect to those securities;

(5) Selling through independent contractors;

(6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts;

(7) Creating or acquiring indebtedness, mortgages, or security interests in real or personal property;

(8) Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired;

(9) Conducting an isolated transaction that is completed within thirty days and is not one in the course of similar transactions of a like manner; or

(10) Transacting business in interstate commerce.

(b) For purposes of this part, the ownership in this State of income-producing real property or tangible personal property, other than property excluded under subsection (a), constitutes transacting business in this State.

(c) This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under any other law of this State. [L 1996, c 92, pt of §1]
Haw. Rev. Stat. § 425E-1105 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-1105
Effect of conversion.
Status: in_force

When a conversion becomes effective:

(1) The converting entity shall continue to exist without interruption, but in the organizational form of the converted entity;

(2) All rights, title, and interest in all real estate and other property owned by the converting entity shall automatically be owned by the converted entity without reversion or impairment, subject to any existing liens or other encumbrances thereon;

(3) All liabilities and obligations of the converting entity shall automatically be liabilities and obligations of the converted entity without impairment or diminution due to the conversion;

(4) The rights of creditors of the converting entity shall continue against the converted entity and shall not be impaired or extinguished by the conversion;

(5) Any action or proceeding pending by or against the converting entity may be continued by or against the converted entity without any need for substitution of parties;

(6) The partnership interests and other forms of ownership in the converting entity that are to be converted into partnership interests, or other forms of ownership, in the converted entity as provided in the plan of conversion shall be converted;

(7) A shareholder, partner, member, or other owner of the converted entity shall be liable for the debts and obligations of the converting entity that existed before the conversion takes effect only to the extent that the shareholder, partner, member, or other owner:

(A) Agreed in writing to be liable for such debts or obligations;

(B) Was liable under applicable law prior to the effective date of the conversion for such debts or obligations; or

(C) Becomes liable under applicable law for existing debts and obligations of the converted entity by becoming a shareholder, partner, member, or other owner of the converted entity;

(8) If the converted entity is a foreign limited partnership or other business entity incorporated, formed, or organized under a law other than the law of this State, the converted entity shall file with the director:

(A) An agreement that the converted entity may be served with process in this State in any action or proceeding for the enforcement of any liability or obligation of the converting domestic limited partnership;

(B) An irrevocable appointment of a resident of this State including the resident's street address, as its agent to accept service of process in any such proceeding; and

(C) An agreement for the enforcement, as provided in this chapter, of the right of any dissenting shareholder, partner, member, or other owner to receive payment for their interest against the converted entity; and

(9) If the converting partnership is a domestic limited partnership, section 425E-1106 shall apply as if the converted entity were the survivor of a merger with the converting entity. [L 2003, c 210, pt of §1; am L 2006, c 235, §20]
Haw. Rev. Stat. § 420D-9 — HI Code / Division 2 / Title 23 / Chapter 420D / Section 420D-9
Benefit officer.
Status: in_force

(a) A sustainable business corporation may have an officer designated as the benefit officer who shall have the authority and shall perform the duties in the management of the sustainable business corporation relating to the purpose of the corporation to create general or specific public benefit as may be provided by or pursuant to the bylaws or, in the absence of controlling provisions in the bylaws, as may be determined by or pursuant to resolutions or orders of the board of directors. If a sustainable business corporation has a benefit officer, the duties of the benefit officer shall include preparing the benefit report required by section 420D-11.

(b) A benefit officer shall be independent of and shall have no material relationship with the sustainable business corporation. [L 2011, c 209, pt of §1]
Haw. Rev. Stat. § 428-302 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-302
Limited liability company liable for member's or manager's actionable conduct.
Status: in_force

A limited liability company shall be liable for loss or injury caused to any person, or for a penalty incurred, as a result of a wrongful act or omission or other actionable conduct of a member or manager acting in the ordinary course of business of the company or with authority of the company.
Haw. Rev. Stat. § 414-148 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-148
Greater quorum or voting requirements.
Status: in_force

(a) The articles of incorporation may provide for a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is provided for by this chapter.

(b) An amendment to the articles of incorporation that adds, changes, or deletes a greater quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 414-149 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-149
Voting for directors; cumulative voting.
Status: in_force

(a) Unless otherwise provided in the articles of incorporation, directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

(b) If, not less than forty-eight hours prior to the time fixed for any annual or special meeting, any shareholder or shareholders deliver to any officer of the corporation, a request that the election of directors to be elected at the meeting be by cumulative voting, then the directors to be elected at the meeting shall be chosen as follows:

(1) Each shareholder present in person or represented by proxy at the meeting shall have a number of votes equal to the number of shares of capital stock owned by the shareholder multiplied by the number of directors to be elected at the meeting;

(2) Each shareholder shall be entitled to cumulate the votes of the shareholder and to give all of the votes to one nominee or to distribute the votes among any or all of the nominees; and

(3) The nominees receiving the highest number of votes on the foregoing basis, up to the total number of directors to be elected at the meeting, shall be the successful nominees.

The right to have directors elected by cumulative voting as provided in this section shall exist notwithstanding that provision therefor is not included in the articles of incorporation or bylaws, and this right shall not be restricted or qualified by any provisions of the articles of incorporation or bylaws; provided that this right may be restricted, qualified, or eliminated by a provision of the articles of incorporation or bylaws of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, which are either listed on a national securities exchange or traded over-the-counter on the National Market of the National Association of Securities Dealers, Inc. Automated Quotation System. This section shall not prevent the filling of vacancies in the board of directors, which vacancies may be filled in a manner that may be provided in the articles of incorporation or bylaws. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 414D-159 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-159
Definitions.
Status: in_force

Sections 414D-160 to 414D-167 shall incorporate the following definitions:

"Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction.

"Director" means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the corporation's request if the director's duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a director.

"Expenses" includes counsel fees.

"Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses actually incurred with respect to a proceeding.

"Official capacity" means with respect to a director, the office of director in a corporation and with respect to an individual other than a director as contemplated in section 414D-165, the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation. "Official capacity" does not include service for any other foreign or domestic business or nonprofit corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise.

"Party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.

"Proceeding" means any threatened, pending, or completed action, suit, or proceeding whether civil, criminal, administrative, or investigative and whether formal or informal. [L 2001, c 105, pt of §1]
Haw. Rev. Stat. § 414D-112 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-112
Voting requirements.
Status: in_force

(a) Unless this chapter, the articles, or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of the votes represented and voting (which affirmative votes also constitute a majority of the required quorum) is the act of the members.

(b) A bylaws amendment to increase or decrease the vote required for any member action shall be approved by the members. [L 2001, c 105, pt of §1]
Haw. Rev. Stat. § 414D-166 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-166
Insurance.
Status: in_force

A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify the person against the same liability under section 414D-160 or 414D-161.
Haw. Rev. Stat. § 428-808 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-808
Notice; other claims against dissolved limited liability company.
Status: in_force

(a) A dissolved limited liability company that intends to terminate may publish notice of its intent to terminate and request persons having claims against the company to present them in accordance with the notice.

(b) The notice shall:

(1) Be published at least once in each of four successive weeks (four publications) in a daily or weekly publication of statewide circulation or in separate daily or weekly publications whose combined circulation is statewide;

(2) Describe the information required to be contained in a claim and provide a mailing address where the claim is to be sent; and

(3) State that a claim against the limited liability company is barred unless a proceeding to enforce the claim is commenced within two years after the later of the last publication date of the notice or the date of filing of the articles of termination.

(c) If a dissolved limited liability company publishes a notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved company within two years after the later of the last publication date of the notice or the date of filing of the articles of termination:

(1) A claimant who did not receive written notice under section 428-807;

(2) A claimant whose claim was timely sent to the dissolved company but not acted on; and

(3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.

(d) A claim not barred under this section may be enforced:

(1) Against the dissolved limited liability company, to the extent of its undistributed assets; or

(2) If the assets have been distributed in liquidation, against a member of the dissolved company to the extent of the member's proportionate share of the claim or the company's assets distributed to the member in liquidation, whichever is less; provided that a member's total liability for all claims under this section may not exceed the total amount of assets distributed to the member. [L 1996, c 92, pt of §1; am L 2000, c 219, §76; am L 2001, c 129, §96]
Haw. Rev. Stat. § 421J-15 — HI Code / Division 2 / Title 23 / Chapter 421J / Section 421J-15
[ §421J-15] Service of process.
Status: in_force

[ §421J-15] Service of process. The board shall establish a policy to provide reasonable access to persons authorized to serve civil process in compliance with section 634-21.5.
Haw. Rev. Stat. § 425-157 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-157
Law governing foreign limited liability partnership.
Status: in_force

(a) The law under which a foreign limited liability partnership is formed shall govern relations among the partners, between the partners and the partnership, and the liability of partners for obligations of the partnership.

(b) A statement of foreign qualification shall not be construed to authorize a foreign limited liability partnership to engage in any business or exercise any power prohibited to a limited liability partnership in this State. [L 2000, c 218, pt of §1]
Haw. Rev. Stat. § 414D-132 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-132
Qualifications of directors.
Status: in_force

All directors shall be individuals. A director need not be a resident of this State or a member of the corporation unless required by the articles of incorporation or the bylaws. The articles or bylaws may prescribe other qualifications for directors.
Haw. Rev. Stat. § 415A-14.5 — HI Code / Division 2 / Title 23 / Chapter 415A / Section 415A-14.5
Incorporators.
Status: in_force

One or more individuals may act as the incorporator or incorporators of a professional corporation by delivering articles of incorporation to the director for filing.
Haw. Rev. Stat. § 414-432 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-432
Consequences of transacting business without authority.
Status: in_force

(a) A foreign corporation transacting business in this State without a certificate of authority may not maintain a proceeding in any court in this State until it obtains a certificate of authority.

(b) The successor to a foreign corporation that transacted business in this State without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this State until the foreign corporation or its successor obtains a certificate of authority.

(c) A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.

(d) A foreign corporation that transacts business in this State without a certificate of authority shall be liable to this State, for the years or parts thereof during which it transacted business in this State without a certificate of authority, in an amount equal to all fees that would have been imposed by this chapter upon the corporation had it duly applied for and received a certificate of authority to transact business in this State as required by this chapter and thereafter filed all reports required by this chapter, plus all penalties imposed by this chapter for failure to pay the fees.

The attorney general shall bring proceedings to recover all amounts due this State under this section.

(e) Notwithstanding subsections (a) and (b), the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this State. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 421I-5 — HI Code / Division 2 / Title 23 / Chapter 421I / Section 421I-5
Meetings of the board of directors.
Status: in_force

(a) All meetings of the board of directors, other than executive sessions, shall be open to all shareholders, and the shareholders may participate in any deliberation or discussion unless a majority of a quorum of the board of directors votes otherwise. The board of directors may adopt reasonable restrictions on shareholder participation.

(b) The board of directors shall meet at least once each year. Whenever practicable, notice of all board meetings shall be posted in prominent locations within the project by the resident manager, managing agent, member of the board of directors, or other person designated by the board of directors, at least seventy-two hours prior to the meeting or simultaneously when notice is given to members of the board of directors.

(c) Minutes of the meetings of the board of directors shall include the recorded vote of each board member on all motions except motions voted upon in executive session.

(d) The board of directors, with the approval of a majority of a quorum of its members, may adjourn any meeting and reconvene in executive session to discuss and vote upon matters concerning personnel or litigation in which the corporation is or may become involved, if the general nature of any business to be considered in executive session is first announced in the session open to all shareholders.

(e) No board member shall cast that board member's vote by proxy.

(f) A board member shall not be allowed to vote at any board meeting where the board member has a conflict of interest. The board member shall disclose the conflict of interest, in its general nature, prior to the vote on that matter. The minutes of the meeting shall record the substance of the disclosure of the conflict of interest. [L 1993, c 282, pt of §1]
Haw. Rev. Stat. § 425R-4 — HI Code / Division 2 / Title 23 / Chapter 425R / Section 425R-4
Appointment of registered agent.
Status: in_force

(a) An entity's or other person's registered agent filing, as defined by this chapter, shall state:

(1) The name of the represented entity's commercial registered agent; or

(2) If the entity does not have a commercial registered agent:

(A) The name of the individual or the name, type, and jurisdiction of organization of the entity's noncommercial registered agent and the address of a place of business of the person in this State to which service of process and other notice and documents being served on or sent to the entity represented by it may be delivered; or

(B) The title of an office or other position with the entity if service of process is to be sent to the person holding that office or position, and the address of the business office in the State of that person; provided that the office or other position stated in the filing shall comport with the requirements of sections 414-64, 414D-74, 415A-27, 425-21, 425E-117, and 428-110.

(b) The appointment of a registered agent pursuant to subsection (a)(1) or [(a)(2)(A)] is an affirmation by the represented entity that the agent has consented to serve as such. [L 2009, c 55, pt of §1]
Haw. Rev. Stat. § 414-64 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-64
Service on corporation.
Status: in_force

(a) Service of any notice or process authorized by law issued against any corporation, whether domestic or foreign, by any court, judicial or administrative officer, or board, may be made in the manner provided by law upon any registered agent, officer, or director of the corporation who is found within the jurisdiction of the court, officer, or board; or if any registered agent, officer, or director cannot be found, upon the manager or superintendent of the corporation or any person who is found in charge of the property, business, or office of the corporation within the jurisdiction.

(b) If no officer, director, manager, superintendent, or other person in charge of the property, business, or office of the corporation can be found within the State, and the corporation has not filed with the department director, pursuant to this chapter, the name of a registered agent upon whom legal notice and process from the courts of the State may be served, or the person named is not found within the State, service may be made upon the corporation by registered or certified mail, return receipt requested, addressed to the corporation at its principal office.

(c) Service using registered or certified mail is perfected at the earliest of:

(1) The date the corporation receives the mail;

(2) The date shown on the return receipt, if signed on behalf of the corporation; or

(3) Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.

(d) Nothing contained in this section shall limit or affect the right to serve any process, notice, or demand required or permitted by law to be served upon a corporation in any other manner permitted by law. [L 2000, c 244, pt of §1; am L 2001, c 129, §19; am L 2006, c 184, §3]
Haw. Rev. Stat. § 425E-303 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-303
Liability as a limited partner.
Status: in_force

An obligation of a limited partnership, whether arising in contract, tort, or otherwise, shall not be the obligation of a limited partner. A limited partner shall not be personally liable, directly or indirectly, by way of contribution or otherwise, for an obligation of the limited partnership solely by reason of being a limited partner, even if the limited partner participates in the management and control of the limited partnership.
Haw. Rev. Stat. § 429-11 — HI Code / Division 2 / Title 23A / Chapter 429 / Section 429-11
Claim not abated by change.
Status: in_force

A claim for relief against a nonprofit association shall not abate merely because of a change in its members or persons authorized to manage the affairs of the nonprofit association.
Haw. Rev. Stat. § 415A-17 — HI Code / Division 2 / Title 23 / Chapter 415A / Section 415A-17
Termination of professional activities.
Status: in_force

If a professional corporation shall cease to render professional services, it shall amend its articles of incorporation to delete from its stated purposes the rendering of professional services and to conform to the requirements of chapter 414. After the amended articles of incorporation have been delivered to the director for filing, the corporation then may continue in existence as a corporation under chapter 414, and shall no longer be subject to this chapter.
Haw. Rev. Stat. § 420D-2 — HI Code / Division 2 / Title 23 / Chapter 420D / Section 420D-2
Definitions.
Status: in_force

As used in this chapter:

"Benefit director" means the director designated as the benefit director of a sustainable business corporation under section 420D-7.

"Benefit officer" means the individual designated as the benefit officer of a sustainable business corporation under section 420D-9.

"General public benefit" means a material positive impact on society and the environment, taken as a whole and as measured by a third-party standard under section 420D-12, from the business and operations of a sustainable business corporation.

"Independent" means having no material relationship with a sustainable business corporation or any of its subsidiaries.

"Material owner" means a shareholder who holds either beneficially or of record five per cent or more of the outstanding shares of a sustainable business corporation.

"Material relationship" means a relationship between a person and a sustainable business corporation where:

(1) The person is, or has been within the last three years, an employee other than a benefit officer of the sustainable business corporation or any of its subsidiaries;

(2) The person is related by blood, marriage, or adoption to; is a party to a civil union with; is a reciprocal beneficiary or household member of; or resides with an officer other than a benefit officer or director of the sustainable business corporation or any of its subsidiaries; or

(3) The person or an association of which the person is a director, officer, or manager or in which the person owns beneficially or of record five per cent or more of the outstanding equity interests or the outstanding shares of the sustainable business corporation; provided that percentage ownership in an association shall be calculated as if all outstanding rights to acquire equity interests in the association had been exercised.

"Minimum status vote" means that in addition to any other approval or vote required by this chapter or the bylaws adopted by the shareholders:

(1) The holders of shares of every class or series shall be entitled to vote on the corporate action regardless of any limitation stated in the articles of incorporation or bylaws on the voting rights of any class or series; and

(2) The corporate action shall be approved by vote of the shareholders of each class or series entitled to cast at least two-thirds of the votes that all shareholders of the class or series are entitled to cast thereon.

"Subsidiary" of a person means an association in which the person owns beneficially or of record fifty per cent or more of the outstanding equity interests; provided that a percentage of ownership in an association shall be calculated as if all outstanding rights to acquire equity interests in the association had been exercised.

"Sustainable business corporation" means a domestic corporation, incorporated under chapter 414, that has elected to also become subject to this chapter and whose status as a sustainable business corporation has not been terminated as provided in this chapter.

"Third-party standard" means a standard for defining, reporting, and assessing overall corporate social and environmental performance that conforms to the requirements of this chapter. [L 2011, c 209, pt of §1]
Haw. Rev. Stat. § 425E-408 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-408
General standards of a general partner's conduct.
Status: in_force

(a) The only fiduciary duties that a general partner has to the limited partnership and the other partners are the duties of loyalty and care under subsections (b) and (c).

(b) A general partner's duty of loyalty to the limited partnership and the other partners shall be limited to the following:

(1) To account to the limited partnership and hold as trustee for it any property, profit, or benefit derived by the general partner in the conduct and winding up of the limited partnership's activities or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity;

(2) To refrain from dealing with the limited partnership in the conduct or winding up of the limited partnership's activities as or on behalf of a party having an interest adverse to the limited partnership; and

(3) To refrain from competing with the limited partnership in the conduct or winding up of the limited partnership's activities.

(c) A general partner's duty of care to the limited partnership and the other partners in the conduct and winding up of the limited partnership's activities shall be limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.

(d) A general partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.

(e) A general partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the general partner's conduct furthers the general partner's own interest. [L 2003, c 210, pt of §1]
Haw. Rev. Stat. § 414-383 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-383
Articles of dissolution.
Status: in_force

(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the department director for filing articles of dissolution setting forth:

(1) The name of the corporation;

(2) The date dissolution was authorized;

(3) If dissolution was approved by the shareholders;

(A) The number of votes entitled to be cast on the proposal to dissolve; and

(B) Either the total number of votes cast for and against dissolution or the total number of undisputed votes cast for dissolution and a statement that the number cast for dissolution was sufficient for approval; and

(4) If voting by voting groups was required, the information required by paragraph (3) must be separately provided for each voting group entitled to vote separately on the plan to dissolve.

(b) A corporation is dissolved upon the effective date of its articles of dissolution. The articles of dissolution may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document shall be effective at the close of business on that date. A delayed effective date for a document may not be later than the thirtieth day after the date it is filed. [L 2000, c 244, pt of §1; am L 2001, c 129, §39]
Haw. Rev. Stat. § 421H-3 — HI Code / Division 2 / Title 23 / Chapter 421H / Section 421H-3
Contents of bylaws.
Status: in_force

The bylaws shall provide at least the following:

(1) The election of a board of directors, the number of persons constituting the board, and that the terms of at least one-third of the directors shall expire annually; the powers and duties of the board; the method of removal from office of directors; and whether or not the board may engage the services of a manager or managing agent, or both, and specifying which of the powers and duties granted to the board by this chapter or otherwise may be delegated by the board to either or both of them.

(2) Method of calling meetings of the shareholders; what percentage, if other than a majority of shareholders constitutes a quorum; and what percentage, consistent with this chapter, is necessary to adopt decisions binding on all shareholders.

(3) Election of a president from among the board of directors who shall preside over the meetings of the board of directors.

(4) Election of a secretary who shall keep the minute book wherein resolutions shall be recorded.

(5) Election of a treasurer who shall keep the financial records and books of accounts.

(6) Operation of the property; determination and collection of monthly carrying charge for each unit.

(7) Designation and removal of personnel necessary for maintenance and repair.

(8) Method of adopting and amending administrative rules and regulations governing the details of the operation and use of corporate property.

(9) Two-thirds of the shareholders may at any time modify or amend the bylaws, but each one of the particulars set forth in this section shall always be embodied in the bylaws.

(10) All members of the board of directors except for initial provisional directors shall be shareholders. There shall not be more than one representative on the board of directors from any one dwelling unit.

(11) A director shall not cast any proxy vote at any board meeting, nor shall a director vote at any board meeting on any issue in which the director has a conflict of interest.

(12) No employees of the cooperative shall serve on the board of directors.

(13) The board of directors shall meet at least once a year.

(14) Notices of shareholders' meetings, whether annual or special, shall be delivered to each shareholder at least fourteen days prior to such meeting, and shall contain at least: the date and time of such meeting; the place of such meeting; and the items on the agenda of such meetings.

(15) All board of directors' meetings shall be conducted in accordance with Robert's Rules of Order, or other accepted rules for the conduct of meetings.

(16) The shareholders may require, by vote at the annual meeting, a yearly audit of the corporate books by a certified public accountant.

(17) Notice of the annual board meeting shall be given in a reasonable manner at least fourteen days, if practicable, prior to such meeting.

(18) That the minutes of meetings of the board of directors, shareholders, and the corporation's financial statements shall be available for examination by shareholders at convenient hours at a place designated by the board.

(19) A proxy shall only be valid for the meeting to which the proxy pertains and its adjournments, may designate any person as proxy, and may be limited as the shareholder desires and indicates; provided that no proxy shall be irrevocable. [L 1987, c 105, pt of §1]
Haw. Rev. Stat. § 425R-1 — HI Code / Division 2 / Title 23 / Chapter 425R / Section 425R-1
Definitions.
Status: in_force

For purposes of this chapter only:

"Appointment of agent" means a statement appointing an agent for service of process filed under section 425R-4.

"Commercial registered agent" means an individual or a domestic or foreign entity authorized to transact business in this State and listed under section 425R-5.

"Director" means the director of commerce and consumer affairs.

"Domestic entity" means an entity whose internal affairs are governed by the laws of this State.

"Entity" means a person that has a separate legal existence or has the power to acquire an interest in real property in its own name other than:

(1) An individual;

(2) A testamentary, inter vivos, or charitable trust, with the exception of a business trust, statutory trust, or similar trust;

(3) An association or relationship that is not a partnership by reason of section 425-109 or a similar provision of the law of any other jurisdiction;

(4) A decedent's estate; or

(5) A public corporation, government or governmental subdivision, agency, or instrumentality, or quasi-governmental instrumentality.

"Filing entity" means an entity that is created by the filing of a public organic document.

"Foreign entity" means an entity other than a domestic entity.

"Foreign qualification document" means an application for a certificate of authority or other foreign qualification filing with the director by a foreign entity.

"Governance interest" means the right under the organic law or organic rules of an entity, other than as a governor, agent, assignee, or proxy, to:

(1) Receive or demand access to information concerning, or the books and records of, the entity;

(2) Vote for the election of the governors of the entity; or

(3) Receive notice of or vote on any or all issues involving the internal affairs of the entity.

"Governor" means a person by or under whose authority the powers of an entity are exercised and under whose direction the business and affairs of the entity are managed pursuant to the organic law and organic rules of the entity.

"Individual" means a natural person.

"Interest" means a:

(1) Governance interest in an unincorporated entity;

(2) Transferable interest in an unincorporated entity; or

(3) Share or membership in a corporation.

"Interest holder" means a direct holder of an interest.

"Jurisdiction of organization", with respect to an entity, means the jurisdiction whose law includes the organic law of the entity.

"Noncommercial registered agent" means a person that is not listed as a commercial registered agent under section 425R-5 and that is:

(1) An individual or a domestic or foreign entity that is authorized to transact business in this State and that serves in this State as the agent for service of process of an entity; or

(2) The individual who holds the office or other position in an entity that is designated as the agent for service of process pursuant to section 425R-4(a)(2)(B).

"Nonqualified foreign entity" means a foreign entity that is not authorized to transact business in this State pursuant to a filing with the director.

"Nonresident LLP statement" means a statement of:

(1) Qualification of a domestic limited liability partnership that does not have an office in this State; or

(2) Foreign qualification of a foreign limited liability partnership that does not have an office in this State.

"Organic law" means the statutes, if any, other than this chapter, governing the internal affairs of an entity.

"Organic rules" means the public organic document and private organic rules of an entity.

"Person" means an individual, corporation, estate, trust, partnership, limited liability company, business or similar trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.

"Private organic rules" means the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all of its interest holders, and are not part of its public organic document, if any.

"Public organic document" means the public record the filing of which creates an entity, and any amendment to or restatement of that record.

"Qualified foreign entity" means a foreign entity that is authorized to transact business in this State pursuant to a filing with the director.

"Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

"Registered agent" means a commercial registered agent or a noncommercial registered agent.

"Registered agent filing" means:

(1) The public organic document of a domestic filing entity;

(2) A nonresident limited liability partnership statement;

(3) A foreign qualification document; or

(4) An appointment of agent.

"Represented entity" means a:

(1) Domestic filing entity;

(2) Domestic or qualified foreign limited liability partnership that does not have an office in this State;

(3) Qualified foreign entity;

(4) Domestic entity that is not a filing entity for which an appointment of agent has been filed; or

(5) Nonqualified foreign entity for which an appointment of agent has been filed.

"Sign" means, with present intent to authenticate or adopt a record to:

(1) Execute or adopt a tangible symbol; or

(2) Attach to or logically associate with the record an electronic sound, symbol, or process.

"Transferable interest" means the right under an entity's organic law to receive distributions from the entity.

"Type", with respect to an entity, means a generic form of entity:

(1) Recognized at common law; or

(2) Organized under an organic law, whether or not some entities organized under that organic law are subject to provisions of that law that create different categories of the form of entity. [L 2009, c 55, pt of §1]
Haw. Rev. Stat. § 421-17 — HI Code / Division 2 / Title 23 / Chapter 421 / Section 421-17
Referendum.
Status: in_force

The articles or bylaws may provide that upon demand of two-fifths of all the directors, any matter of policy that has been approved or passed by the board must be referred to the members for their approval before it becomes effective. No referendum shall be allowed unless it is demanded by the required number of directors at the meeting at which the matter of policy in question is adopted.
Haw. Rev. Stat. § 421C-16 — HI Code / Division 2 / Title 23 / Chapter 421C / Section 421C-16
Absentee voting.
Status: in_force

The articles or bylaws may allow votes on specific preannounced items by mail or otherwise by members absent from meetings.
Haw. Rev. Stat. § 414-318 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-318
Merger of subsidiary corporations.
Status: in_force

(a) Any corporation owning at least ninety per cent of the outstanding shares of each class of two or more corporations may adopt a plan of merger pursuant to section 414-314 that shall be delivered to the department director for filing including articles of merger. The articles of merger shall be signed by the parent corporation and the surviving subsidiary corporation. The plan of merger shall set forth:

(1) The name of the parent corporation owning at least ninety per cent of the shares of the subsidiary corporations, the name of any nonsurviving subsidiary corporation, and the name of the surviving subsidiary corporation; and

(2) The manner and basis of converting the shares of any nonsurviving subsidiary corporation into shares, obligations, or other securities of the surviving subsidiary corporation or of any other corporation or, in whole or in part, into cash or other property.

(b) A copy of the plan of merger shall be mailed to each shareholder of record of any nonsurviving subsidiary corporation, except the parent corporation.

(c) On or after the thirtieth day after the mailing of a copy of the plan of merger to shareholders of any nonsurviving subsidiary corporation or upon the waiver thereof by the holders of all outstanding shares, the articles of merger shall be delivered to the department director for filing. Articles of merger shall set forth:

(1) A statement that the plan of merger has been approved by the board of directors of the parent corporation;

(2) The number of outstanding shares of each class of any nonsurviving subsidiary corporation and the number of the shares of each class owned by the parent corporation; and

(3) The date a copy of the plan of merger is mailed to shareholders of any nonsurviving subsidiary corporation entitled to receive the plan of merger.

(d) Mergers under this section shall also be subject to sections 414-313(k) and 414-315(a) and (b). [L 2000, c 244, pt of §1; am L 2001, c 129, §35; am L 2002, c 41, §11; am L 2006, c 184, §6]
Haw. Rev. Stat. § 421I-11 — HI Code / Division 2 / Title 23 / Chapter 421I / Section 421I-11
Application of Hawaii business corporation act.
Status: in_force

The provisions of the Hawaii Business Corporation Act, chapter 414, shall apply to cooperative housing corporations, except to the extent that the provisions of chapter 414 are inconsistent with this chapter.
Haw. Rev. Stat. § 425E-304 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-304
Right of limited partner and former limited partner to information.
Status: in_force

(a) Within ten days of a demand, made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular business hours in the limited partnership's principal office. The limited partner need not have any particular purpose for seeking the information.

(b) During regular business hours and at a reasonable location specified by the limited partnership, a limited partner may obtain from the limited partnership and inspect and copy true and full information regarding the state of the activities and financial condition of the limited partnership and other information regarding the activities of the limited partnership as is just and reasonable if:

(1) The limited partner seeks the information for a purpose reasonably related to the partner's interest as a limited partner;

(2) The limited partner makes a demand in a record received by the limited partnership, describing with reasonable particularity the information sought and the purpose for seeking the information; and

(3) The information sought is directly connected to the limited partner's purpose.

(c) Within ten days after receiving a demand pursuant to subsection (b), the limited partnership in a record shall inform the limited partner who made the demand:

(1) What information the limited partnership will provide in response to the demand;

(2) When and where the limited partnership will provide the information; and

(3) If the limited partnership declines to provide any demanded information, the limited partnership's reasons for declining.

(d) Subject to subsection (f), a person dissociated as a limited partner may inspect and copy required information during regular business hours in the limited partnership's principal office if:

(1) The information pertains to the period during which the person was a limited partner;

(2) The person seeks the information in good faith; and

(3) The person meets the requirements of subsection (b).

(e) The limited partnership shall respond to a demand made pursuant to subsection (d) in the same manner as provided in subsection (c).

(f) If a limited partner dies, section 425E-704 applies.

(g) The limited partnership may impose reasonable restrictions on the use of information obtained under this section. In a dispute concerning the reasonableness of a restriction under this subsection, the limited partnership has the burden of proving reasonableness.

(h) A limited partnership may charge a person that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material.

(i) Whenever this chapter or a partnership agreement provides for a limited partner to give or withhold consent to a matter, before the consent is given or withheld, the limited partnership shall, without demand, provide the limited partner with all information material to the limited partner's decision that the limited partnership knows.

(j) A limited partner or person dissociated as a limited partner may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subsection (g) or by the partnership agreement applies both to the attorney or other agent and to the limited partner or person dissociated as a limited partner.

(k) The rights stated in this section do not extend to a person as transferee, but may be exercised by the legal representative of an individual under legal disability who is a limited partner or person dissociated as a limited partner. [L 2003, c 210, pt of §1; am L 2009, c 55, §46]
Haw. Rev. Stat. § 414D-304 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-304
Court-ordered inspection.
Status: in_force

(a) If a corporation does not allow a member who complies with section 414D-302(a) to inspect and copy any records required by that section to be available for inspection, the court in the county where the corporation's principal office (or, if none in this State, in the city and county of Honolulu) is located may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the member.

(b) If a corporation does not within a reasonable time allow a member to inspect and copy any other record, the member who complies with section 414D-302(b) and (c) may apply to the court in the county where the corporation's principal office (or, if none in this State, in the city and county of Honolulu) is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.

(c) If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the member's costs (including reasonable counsel fees) incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis to doubt the right of the member to inspect the records demanded.

(d) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member. [L 2001, c 105, pt of §1; am L 2009, c 55, §28]
Haw. Rev. Stat. § 428-207 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-207
Correcting filed record.
Status: in_force

(a) A limited liability company or foreign limited liability company may correct a record filed by the director if the record contains a false or erroneous statement or was defectively certified or signed.

(b) A record is corrected:

(1) By preparing articles of correction that:

(A) Describe the record, including its filing date, or have attached a copy of it to the articles of correction;

(B) Specify the incorrect statement and the reason it is incorrect or the manner in which the certification or signing was defective; and

(C) Correct the incorrect statement or defective certification or signing; and

(2) By delivering the articles of correction to the director for filing.

(c) Articles of correction are effective retroactively to the effective date of the record they correct. However, a person who has relied on the uncorrected record and was adversely affected by the correction is not bound by the correction until the articles of correction are filed. [L 1996, c 92, pt of §1; am L 2001, c 129, §92; am L 2002, c 130, §105]
Haw. Rev. Stat. § 414D-210.1 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-210.1
[ §414D-210.
Status: in_force

[ §414D-210.1] Effect of conversion. When a conversion becomes effective:

(1) The converting entity shall continue to exist without interruption, but in the organizational form of the converted entity;

(2) All rights, title, and interest in all real estate and other property owned by the converting entity shall automatically be owned by the converted entity without reversion or impairment, subject to any existing liens or other encumbrances;

(3) All liabilities and obligations of the converting entity shall automatically be liabilities and obligations of the converted entity without impairment or diminution due to the conversion;

(4) The rights of creditors of the converting entity shall continue against the converted entity and shall not be impaired or extinguished by the conversion;

(5) Any action or proceeding pending by or against the converting entity may be continued by or against the converted entity without any need for substitution of parties; and

(6) If the converted entity is a foreign corporation or other business entity incorporated under a law other than the law of this State, the converted entity shall file with the department director:

(A) An agreement that the converted entity may be served with process in this State in any action or proceeding for the enforcement of any liability or obligation of the converting domestic corporation; and

(B) An irrevocable appointment of a resident of this State, including the street address, as its agent to accept service of process in any such proceeding. [L 2017, c 87, pt of §1]
Haw. Rev. Stat. § 414-356 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-356
Payment.
Status: in_force

(a) Except as provided in section 414-358, as soon as the proposed corporate action is taken, or upon receipt of a payment demand, the corporation shall pay each dissenter who complied with section 414-354 the amount the corporation estimates to be the fair value of the dissenter's shares, plus accrued interest.

(b) The payment must be accompanied by:

(1) The corporation's balance sheet as of the end of a fiscal year ending not more than sixteen months before the date of payment, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any;

(2) A statement of the corporation's estimate of the fair value of the shares;

(3) An explanation of how the interest was calculated;

(4) A statement of the dissenter's right to demand payment under section 414-359; and

(5) A copy of this part. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 428-209 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-209
Filing by judicial act.
Status: in_force

If a person required by section 428-205, or otherwise by this chapter, to sign a record fails or refuses to do so, any other person who is adversely affected by such failure or refusal may petition the circuit court to direct the failing or refusing person to sign the record. If the court finds that it is proper for the record to be signed and that a person so designated has failed or refused to sign the record, it shall authorize another person to sign, on behalf of the person refusing or failing to sign, and to file an appropriate record.
Haw. Rev. Stat. § 414D-72 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-72
Designation or change of registered agent.
Status: in_force

(a) A corporation that does not already have a registered agent shall designate its registered agent by complying with section 425R-4.

(b) A corporation may change its registered agent by complying with section 425R-7.

(c) If the registered agent changes its name, address, or type or jurisdiction of organization, the agent shall comply with the requirements of section 425R-8 or 425R-9, whichever is applicable. [L 2001, c 105, pt of §1; am L 2002, c 130, §41; am L 2012, c 58, §6]
Haw. Rev. Stat. § 428-1004 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-1004
Issuance of certificate of authority.
Status: in_force

Unless the director determines that an application for a certificate of authority fails to comply as to form with the filing requirements of this chapter, the director, upon payment of all filing fees, shall file the application and issue a certificate of authority and mail it to the limited liability company or its representative.
Haw. Rev. Stat. § 425E-207 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-207
Correcting a filed document.
Status: in_force

(a) A domestic or foreign limited partnership may correct a document filed by the director if the document:

(1) Contains an incorrect statement; or

(2) Was defectively executed, attested, sealed, verified, or acknowledged.

(b) A document is corrected:

(1) By preparing a certificate of correction that:

(A) Describes the document, including its file date or attaches a copy of it to the certificate;

(B) Specifies the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and

(C) Corrects the incorrect statement or defective execution; and

(2) By delivering the certificate to the director for filing.

(c) A certificate of correction shall be effective as of the effective date of the document it corrects; provided that the certificate shall be effective when filed:

(1) For the purposes of section 425E-103(c) and (d); and

(2) As to persons relying on the uncorrected record and adversely affected by the correction. [L 2003, c 210, pt of §1]
Haw. Rev. Stat. § 414D-160 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-160
Authority to indemnify.
Status: in_force

(a) Except as provided in subsection (d), a corporation may indemnify a former or current director made a party to a proceeding by reason of the fact that the individual was or is a director, against liability incurred in the proceeding if:

(1) The individual conducted the individual's self in good faith; and

(2) The individual reasonably believed:

(A) In the case of conduct in an official capacity, that the individual's conduct was in the corporation's best interests;

(B) In all other cases, the individual's conduct, at a minimum, did not oppose the corporation's best interests; and

(3) In the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful.

(b) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirements of subsection (a)(2)(B).

(c) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, is not by itself determinative of a director's failure to meet the standard of conduct described in this section.

(d) A corporation may not indemnify a director's liability under this section where the director's liability has been determined:

(1) In connection with a proceeding by or in the right of the corporation; or

(2) In connection with any other proceeding whether or not involving action in an official capacity, in which the director was found liable on the basis of the director's improper receipt of a personal benefit.

(e) Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding. [L 2001, c 105, pt of §1; am L 2008, c 54, §4]
Haw. Rev. Stat. § 415A-29 — HI Code / Division 2 / Title 23 / Chapter 415A / Section 415A-29
Reservation of power.
Status: in_force

The legislature shall at all times have power to prescribe such regulations, provisions, and limitations as it may deem advisable, which regulations, provisions, and limitations shall be binding upon any and all corporations subject to this chapter, and the legislature shall have power to amend, repeal, or modify this chapter at pleasure.
Haw. Rev. Stat. § 414D-306.5 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-306.5
Inspection of records by directors.
Status: in_force

(a) A director of a corporation is entitled to inspect and copy the books, records, and documents of the corporation, including the records described in section 414D-301, at any reasonable time to the extent reasonably related to the performance of the director's duties, including the director's duties as a member of a committee, but not for any other purpose or in any manner that would violate any duty to the corporation or law.

(b) The circuit court of the county where the corporation's principal office (or if none in this State, registered office) is located may order inspection and copying of the books, records, and documents demanded at the corporation's expense, upon application of a director who has been refused such inspection or copying rights, unless the corporation establishes that the director is not entitled to such inspection or copying rights. The court shall dispose of an application under this subsection on an expedited basis.

(c) If an order is issued, the court may include provisions protecting the corporation from undue burden or expense, and prohibiting the demanding director from using information obtained upon exercise of the inspection or copying rights in a manner that would violate a duty to the corporation, and may also order the corporation to reimburse the demanding director for the director's costs, including reasonable attorney's fees, incurred in connection with making the application. [L 2013, c 126, §1]
Haw. Rev. Stat. § 414D-276 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-276
Corporate name of foreign corporation.
Status: reserved

(a) If the corporate name of a foreign corporation does not satisfy the requirements of section 414D-61, the foreign corporation, to obtain or maintain a certificate of authority to transact business in this State, may use a fictitious name to transact business in this State if its real name is unavailable and it delivers to the department director for filing a certificate of registration of a trade name by the foreign corporation under which the foreign corporation will transact business in this State.

(b) Except as authorized by subsections (c) and (d), the corporate name (including a fictitious name) of a foreign corporation shall not be the same as or substantially identical to:

(1) The name of any domestic corporation, partnership, limited partnership, limited liability company, or limited liability partnership existing or registered under the laws of this State, or any foreign corporation, partnership, limited liability company, or limited liability partnership authorized to transact business in this State;

(2) A name the exclusive right to which is, at the time, reserved in this State;

(3) The fictitious name of another foreign business or nonprofit corporation authorized to transact business in this State; or

(4) Any trade name, trademark, or service mark registered in this State.

(c) A foreign corporation may apply to the department director for authorization to use in this State the name of another corporation (incorporated or authorized to transact business in this State) that is substantially identical based upon the records of the department director to the name applied for. The department director shall authorize use of the name applied for if:

(1) The other entity or holder of a reserved or registered name consents to the use in writing, and one or more words are added to the other entity's name to make the name distinguishable from the name of the applicant; or

(2) The applicant delivers to the department director a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this State.

(d) A foreign corporation may use in this State the name (including the fictitious name) of another domestic or foreign business or nonprofit corporation that is used in this State if the other corporation is incorporated or authorized to transact business in this State and the foreign corporation:

(1) Has merged with the other corporation;

(2) Has been formed by reorganization of the other corporation; or

(3) Has acquired all or substantially all of the assets, including the corporate name, of the other corporation.

(e) If a foreign corporation authorized to transact business in this State changes its corporate name to one that does not satisfy the requirements of section 414D-61, it shall not transact business in this State under the changed name until it adopts a name satisfying the requirements of section 414D-61 and obtains an amended certificate of authority under section 414D-274. [L 2001, c 105, pt of §1; am L 2002, c 130, §63]
Haw. Rev. Stat. § 414D-247 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-247
Unknown claims against dissolved corporation.
Status: in_force

(a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.

(b) The notice must:

(1) Be published one time in a newspaper of general circulation in the county where the dissolved corporation's principal office (or, if none in this State, in the city and county of Honolulu) is or was last located;

(2) List the information that must be included in a claim and provide a mailing address where the claim may be sent; and

(3) State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within five years after publication of the notice.

(c) If the dissolved corporation publishes a newspaper notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within five years after the publication date of the newspaper notice:

(1) A claimant who did not receive written notice under section 414D-246;

(2) A claimant whose claim was timely sent to the dissolved corporation but not acted on; and

(3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.

(d) A claim may be enforced under this section:

(1) Against the dissolved corporation, to the extent of its undistributed assets; or

(2) If the assets have been distributed in liquidation against any person other than a creditor of the corporation, to whom the corporation distributed the lesser of its property to the extent of the distributee's pro rata share of the claim or the corporate assets distributed to the person in liquidation; provided the distributee's total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee. [L 2001, c 105, pt of §1; am L 2009, c 55, §21]
Haw. Rev. Stat. § 414-250 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-250
Nonexclusivity of subpart.
Status: in_force

(a) The indemnification provided by this subpart shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of shareholders, or disinterested directors or otherwise, both as to action in a person's official capacity and as to action in another capacity while holding the office, and shall continue as to a person who has ceased to be an agent and shall inure to the benefit of the heirs and personal representatives of that person.

(b) This subpart does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in that person's capacity, though the person may also be an agent of the employer corporation. Nothing contained in this section shall limit any right to indemnification to which a trustee, investment manager, or other fiduciary may be entitled by contract or otherwise. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 414D-201 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-201
Merger.
Status: in_force

(a) Pursuant to a plan of merger approved as provided in section 414D-202, a domestic or foreign corporation may merge with one or more domestic professional corporations, or with one or more associations, one or more corporations, or other business entities organized under the laws of this State, any state or territory of the United States, any foreign jurisdiction, or any combination thereof, with one of the domestic professional corporations, associations, domestic or foreign corporations, or other business entities whether domestic or foreign, being the surviving entity as provided in the plan; provided that the merger is permitted by the law of the state or country under whose law each foreign corporation that is a party to the merger is organized.

(b) The plan of merger shall set forth:

(1) The name and jurisdiction of formation or organization of each entity that is a party to the merger, and the name of the surviving entity into which each plans to merge;

(2) The terms and conditions of the merger;

(3) The manner and basis for converting memberships of each merging corporation into memberships, obligations, or securities of the surviving entity or into cash or other property in whole or part;

(4) The street address of the surviving entity's principal place of business, or if no street address is available, the rural post office number or post office box designated or made available by the United States Postal Service; and

(5) Amendments, if any, to the organizing articles of the surviving entity or, if no amendments are desired, a statement that the organizing articles of the surviving entity shall not be amended pursuant to the merger.

(c) A plan of merger may set forth other provisions relating to the merger.

(d) If a foreign corporation survives a merger, it shall not do business in this State until an application for a certificate of authority is filed with the department director if the foreign corporation is not already authorized to do business in the State.

(e) The surviving entity shall furnish a copy of the plan of merger, on request and without cost, to any member or shareholder of any entity that is a party to the merger. [L 2001, c 105, pt of §1; am L 2002, c 41, §13; am L 2004, c 121, §16]
Haw. Rev. Stat. § 425E-1110 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-1110
Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status.
Status: in_force

(a) If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger shall be ineffective without the consent of the partner, unless:

(1) The limited partnership's partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all the partners; and

(2) The partner has consented to this provision in the limited partnership's partnership agreement.

(b) An amendment to a certificate of limited partnership that deletes a statement that the limited partnership is a limited liability limited partnership shall be ineffective without the consent of each general partner unless:

(1) The limited partnership's partnership agreement provides for the amendment with the consent of less than all the general partners; and

(2) Each general partner that does not consent to the amendment has consented to the provision of the partnership agreement.

(c) A partner does not give the consent required by subsection (a) or (b) merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners. [L 2003, c 210, pt of §1]
Haw. Rev. Stat. § 421-21.6 — HI Code / Division 2 / Title 23 / Chapter 421 / Section 421-21.6
Mergers; procedures; approval by members.
Status: in_force

(a) Pursuant to a plan of merger, any agricultural cooperative association organized under this chapter may merge with one or more domestic professional corporations, or with one or more associations, or other business entities formed or organized under the laws of this State, any state or territory of the United States, any foreign jurisdiction, or any combination thereof, with one of the domestic professional corporations, associations, or other business entities whether domestic or foreign, being the surviving entity as provided in the plan; provided that the merger is permitted by the law of the state or country under whose law each foreign association or entity that is a party to the merger is organized.

(b) The board or a committee selected by the board or the members shall adopt a plan of merger that sets forth:

(1) The names of the entities proposing to merge;

(2) The name of the surviving entity;

(3) The manner and basis of converting the stock or membership of each association into stock or membership in the surviving entity;

(4) The terms of the merger;

(5) The proposed effect of the merger on the members of the association; and

(6) Amendments, if any, to the organizing articles of the surviving entity or, if no amendments are desired, a statement that the organizing articles of the surviving entity shall not be amended pursuant to the merger.

(c) The board of each association shall mail a notice of the proposed merger to each member. The notice shall contain the full text of the merger plan and the time and place of the meeting at which the plan will be considered. An association with more than two hundred members may publish the notice as provided in section 421-12.

(d) At the meeting, a vote of the members shall be taken on the proposed plan; provided that a quorum of the members shall be registered as being present or represented by proxy vote at the meeting. The plan shall be approved upon receiving the affirmative vote of:

(1) Two-thirds of the votes cast; or

(2) For an association with articles or bylaws requiring more than two-thirds of the votes cast or other conditions for approval, a proportion of the votes cast or a number of total members as required by the articles or bylaws and the conditions for approval in the articles or bylaws have been satisfied.

After the plan has been approved, the chair, vice-chair, president, vice president, secretary, or assistant secretary of each association merging shall sign the articles of merger which shall also be signed on behalf of each other entity that is a party to the merger.

(e) The articles of merger shall be delivered to the director of commerce and consumer affairs for filing. The articles of merger shall set forth:

(1) The name and jurisdiction of each entity that is a party to the merger, and the name, address, and jurisdiction of the surviving entity;

(2) A statement that the plan of merger has been approved by each entity involved in the merger;

(3) A statement indicating any changes in the organizing articles of the surviving entity to be given effect by the merger; provided that if no changes are made, a statement that the organizing articles of the surviving entity shall not be amended pursuant to the merger; and

(4) A statement that includes:

(A) An agreement that the surviving entity may be served with process in this State in any action or proceeding for the enforcement of any liability or obligation of any entity previously subject to suit in this State that is to merge;

(B) An irrevocable appointment of a resident of this State as its agent to accept service of process in any such proceeding, that includes the resident's street address in this State; and

(C) An agreement for the enforcement, as provided in this chapter, of the right of any dissenting member or partner to receive payment for their interest against the surviving entity.

(f) The merger shall become effective upon the effective date and time of filing the articles of merger, or upon a date and time subsequent to the filing as set forth in the articles, but not more than thirty days after being filed.

(g) A certified copy of the articles of merger shall be filed with the department of agriculture and biosecurity.

(h) When a merger takes effect:

(1) The separate existence of each entity that is a party to the merger, other than the surviving entity, terminates;

(2) All property owned by each of the entities that are parties to the merger vests in the surviving entity;

(3) All debts, liabilities, and other obligations of each entity that is a party to the merger become the obligations of the surviving entity;

(4) An action or proceeding pending by or against an entity that is party to a merger may be continued as if the merger had not occurred or the surviving entity may be substituted as a party to the action or proceeding; and

(5) Except as prohibited by other law, all rights, privileges, immunities, powers, and purposes of every entity that is a party to a merger become vested in the surviving entity.

(i) If a surviving entity fails to appoint or maintain an agent designated for service of process in this State or the agent for service of process cannot with reasonable diligence be found at the designated office, service of process may be made upon the surviving entity by sending a copy of the process by registered or certified mail, return receipt requested, to the surviving entity at the address set forth in the articles of merger. Service is effected under this subsection at the earliest of:

(1) The date the surviving entity receives the process, notice, or demand;

(2) The date shown on the return receipt, if signed on behalf of the surviving entity; or

(3) Five days after its deposit in the mail, if mailed postpaid and correctly addressed.

(j) The rights of creditors shall not be impaired by the merger without the creditors' consent.

(k) The director of commerce and consumer affairs may charge a filing fee for filing the articles.

(l) For the purposes of a merger, an association shall be defined as an association organized under chapter 421 or 421C. [L 1993, c 105, §1; am L 2001, c 129, §64; am L 2004, c 121, §25; am L 2006, c 184, §15; am L 2025, c 236, §17]
Haw. Rev. Stat. § 421C-15 — HI Code / Division 2 / Title 23 / Chapter 421C / Section 421C-15
No proxy.
Status: in_force

No member of an association shall be permitted to vote by proxy, subject to section 421C-16.
Haw. Rev. Stat. § 425-144 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-144
Settlement of accounts and contributions among partners.
Status: in_force

(a) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, shall be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus shall be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (b).

(b) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account but excluding from the calculation charges attributable to an obligation for which the partner is not personally liable under section 425-117.

(c) If a partner fails to contribute the full amount required under subsection (b), all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under section 425-117. A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations for which the partner is personally liable under section 425-117.

(d) After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under section 425-117.

(e) The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership.

(f) An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership. [L 1999, c 284, pt of §1]
Haw. Rev. Stat. § 414-13 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-13
Filing, service, and copying fees.
Status: in_force

(a) The following fees shall be paid to the department director upon the filing of corporate documents:

(1) Articles of incorporation, $100;

(2) Articles of amendment, $25;

(3) Restated articles of incorporation, $25;

(4) Articles of conversion or merger, $100;

(5) Articles of merger (subsidiary corporation), $50;

(6) Articles of dissolution, $25;

(7) Annual report of domestic and foreign corporations organized for profit, $25;

(8) Any other statement, report, certificate, application, or other corporate document, except an annual report, of a domestic or foreign corporation, $25;

(9) Application for a certificate of authority, $100;

(10) Application for a certificate of withdrawal, $25;

(11) Reservation of corporate name, $10;

(12) Transfer of reservation of corporate name, $10;

(13) Good standing certificate, $5;

(14) Special handling fee for review of corporation documents, excluding articles of conversion or merger, $25;

(15) Special handling fee for review of articles of conversion or merger, $75;

(16) Special handling fee for certificates issued by the department, $10 per certificate;

(17) Special handling fee for certification of documents, $10; and

(18) For filings relating to registered agents, the fees established by section 425R-2.

(b) All special handling fees shall be credited to the special fund established for use by the department of commerce and consumer affairs in expediting the processing of documents. At least two temporary business registration assistant I positions shall be paid out of the special fund.

(c) The department director shall adjust the fees assessed under this section, as necessary from time to time, through rules adopted under chapter 91.

(d) The department director shall charge and collect:

(1) For furnishing a certified copy of any document, instrument, or paper relating to a corporation, $10 for the certificate and affixing the seal thereto; and

(2) At the time of any service of process on the department director as agent for service of process of a corporation, $10, which amount may be recovered as taxable costs by the party to the suit or action causing the service to be made if the party prevails in the suit or action. [L 2000, c 244, pt of §1; am L 2001, c 129, §10; am L 2004, c 116, §3 and c 117, §1; am L 2009, c 55, §3]
Haw. Rev. Stat. § 428-1002 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-1002
Application for certificate of authority.
Status: in_force

(a) A foreign limited liability company may apply for a certificate of authority to transact business in this State by delivering an application to the director for filing. The application shall set forth:

(1) The name of the foreign limited liability company or, if its name is unavailable for use in this State, a name that satisfies the requirements of section 428-1005;

(2) The name of the state or country under whose law it is organized;

(3) A representation and warranty that a list of the names of and addresses of all members and their respective capital contributions are kept and will be kept at its principal office until cancellation, in accordance with section 428-1007, of the foreign limited liability company's authority to transact business in this State;

(4) The mailing address of its principal office and the information required by section 425R-4(a);

(5) Whether the duration of the company is for a specified term and, if so, the period specified;

(6) Whether the company is manager-managed, and:

(A) If so, the name and address of each manager; or

(B) If not, the name and address of each member;

(7) Whether the members of the company are to be liable for its debts and obligations under a provision similar to section 428-303(c); and

(8) Any additional information as may be necessary or appropriate to enable the director to determine whether the foreign limited liability company is entitled to obtain authority to transact business in this State.

(b) A foreign limited liability company shall deliver with the completed application a certificate of existence or a record of similar import authenticated by the secretary of state or other official having custody of company records in the state or country under whose law it is organized, which certificate shall be dated not earlier than sixty days prior to the filing of the application. If the certificate is in a foreign language, a translation attested to under oath by the translator shall accompany the certificate. [L 1996, c 92, pt of §1; am L 2000, c 219, §79; am L 2002, c 130, §108; am L 2003, c 124, §78; am L 2004, c 121, §49; am L 2007, c 202, §2; am L 2009, c 55, §58]
Haw. Rev. Stat. § 414D-10 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-10
Evidentiary effect of copy of filed document.
Status: in_force

A certificate attached to a copy of a document bearing the department director's signature (which may be in facsimile) and the seal of the department is conclusive evidence that the original document is on file with the department director.
Haw. Rev. Stat. § 414-272 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-272
Articles of conversion.
Status: in_force

(a) If a plan of conversion has been approved in accordance with section 414-271 and has not been abandoned, articles of conversion shall be executed by an officer or other duly authorized representative of the converting entity and shall set forth:

(1) A statement certifying the following:

(A) The name, type of entity, and state or country of incorporation, formation, or organization of the converting and converted entities;

(B) That a plan of conversion has been approved in accordance with section 414-271;

(C) That an executed plan of conversion is on file at the principal place of business of the converting entity and stating the address thereof; and

(D) That a copy of the plan of conversion shall be furnished by the converting entity prior to the conversion or by the converted entity after the conversion on written request and without cost, to any shareholder, partner, member, or owner of the converting entity or the converted entity;

(2) If the converting entity is a domestic corporation, the number of shares outstanding and, if the shares of any class or series are entitled to vote as a class, the designation and number of outstanding shares of each class or series;

(3) If the converting entity is a domestic corporation, the number of shares outstanding that voted for and against the plan, and, if the shares of any class or series are entitled to vote as a class, the number of shares of each such class or series that voted for and against the plan; and

(4) If the converting entity is a foreign corporation or other entity, a statement that the approval of the plan of conversion was duly authorized and complied with the laws under which it was incorporated, formed, or organized.

(b) The articles of conversion shall be delivered to the department director. The converted entity, if a domestic corporation, domestic professional corporation, domestic nonprofit corporation, domestic general partnership, domestic limited partnership, or domestic limited liability company shall attach a copy of its respective registration documents with the articles of conversion.

(c) If the department director finds that the articles of conversion satisfy the requirements provided by law, and that all required documents are filed, the department director, after all fees have been paid, shall:

(1) Stamp the articles of conversion and include the date of the filing;

(2) File the document in the department director's office; and

(3) Issue a certificate of conversion to the converted entity or its authorized representatives. [L 2000, c 244, pt of §1; am L 2001, c 129, §29]
Haw. Rev. Stat. § 425E-116 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-116
Resignation of registered agent.
Status: in_force

A registered agent may resign from the registered agent's appointment by complying with the requirements of section 425R-10.
Haw. Rev. Stat. § 414D-36 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-36
Bylaws.
Status: in_force

(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.

(b) The bylaws may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation. [L 2001, c 105, pt of §1]
Haw. Rev. Stat. § 421-4 — HI Code / Division 2 / Title 23 / Chapter 421 / Section 421-4
Articles of incorporation.
Status: in_force

(a) Articles of incorporation shall be certified and executed by each of the incorporators, if natural persons, and by the president and secretary of the association and shall contain the following:

(1) The name of the association;

(2) The mailing address of the association's principal office, the street address of the association's initial registered office, and the name of its initial registered agent at its initial registered office;

(3) The purposes and powers of the association;

(4) The proposed duration of the association;

(5) The names and addresses of persons who are to act as the initial directors and officers of the association;

(6) The names and addresses of the incorporators, and if organized with capital stock, a statement of the number of shares subscribed by each, which shall not be less than one, and the class of shares for which each subscribed;

(7) Whether organized with or without capital stock, and if organized with capital stock the total authorized number of shares and the par value of each share, if any; and if more than one class of stock is authorized, a description of the classes of shares, the number of shares in each class, the relative rights, preferences, and restrictions granted to or imposed upon the shares of each class, and the dividends to which each class shall be entitled; and

(8) If organized without capital stock, whether the property rights and interest of each member are equal or unequal, and if unequal, the rule by which the rights and interests shall be determined.

(b) The articles may also contain any other provisions consistent with law for regulating the association's business or the conduct of its affairs, the establishment of voting districts, the election of delegates to represent the districts and the members residing therein, for voting by proxy, and the issuance, retirement, and transfer of membership and stock. [L 1949, c 234, pt of §1; am L 1953, c 137, §1(b); RL 1955, §176-5; HRS §421-4; am L 1972, c 103, §2; am L 1973, c 42, §1; am L 1988, c 373, §18; am L 2003, c 124, §43]
Haw. Rev. Stat. § 425-194 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-194
REPEALED.
Status: in_force

L 2003, c 124, §104.
Haw. Rev. Stat. § 414D-253 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-253
Procedure for judicial dissolution.
Status: in_force

(a) Venue for a proceeding by the attorney general to dissolve a corporation shall be in the circuit court for the first circuit. Venue for a proceeding brought by any other party named in section 414D-252 shall be in the county where a corporation's principal office (or, if none in this State, its registered office) is or was last located.

(b) Directors or members shall not be deemed necessary parties to a proceeding to dissolve a corporation unless relief is sought against them individually.

(c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the activities of the corporation until a full hearing can be held.

(d) A person other than the attorney general who brings an involuntary dissolution proceeding for a public benefit corporation, within ten days of its commencement, shall give written notice of the proceeding to the attorney general. [L 2001, c 105, pt of §1; am L 2002, c 130, §61; am L 2004, c 171, §12]
Haw. Rev. Stat. § 425-171 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-171
Action by director.
Status: in_force

The director may maintain an action to restrain a foreign limited liability partnership from transacting business in this State in violation of this subpart.
Haw. Rev. Stat. § 425E-902 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-902
Application for certificate of authority.
Status: in_force

(a) A foreign limited partnership may apply for a certificate of authority to transact business in this State by delivering an application to the director for filing. The application shall state:

(1) The name of the foreign limited partnership and, if the name does not comply with section 425E-108(d) and (e), an alternate name adopted pursuant to section 425E-905(a);

(2) The name of the state or other jurisdiction under whose law the foreign limited partnership is organized;

(3) The mailing address of the foreign limited partnership's principal office and the information required by section 425R-4(a);

(4) The name and address of each general partner;

(5) Whether the foreign limited partnership is a foreign limited liability limited partnership; and

(6) The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with a written commitment on the part of the foreign limited partnership that it will keep those records until the registration of the foreign limited partnership in this State is canceled or withdrawn.

(b) The foreign limited partnership shall deliver with the completed application a certificate of good standing or a record of similar import duly authenticated by the secretary of state or other official having custody of limited partnership records in the state or country under whose law it is formed; provided that the certificate shall be dated not earlier than sixty days prior to the filing of the application. If the certificate is in a foreign language, a translation in English attested to under oath by the translator shall accompany the certificate. [L 2003, c 210, pt of §1; am L 2006, c 184, §28 and c 235, §19; am L 2009, c 55, §49]
Haw. Rev. Stat. § 425R-12 — HI Code / Division 2 / Title 23 / Chapter 425R / Section 425R-12
Jurisdiction and venue.
Status: in_force

The appointment or maintenance of a registered agent in the State does not by itself create the basis for personal jurisdiction over the represented entity in the State. The address of the agent does not determine venue in an action or proceeding involving the entity.
Haw. Rev. Stat. § 425E-211 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-211
Fees for filing documents and issuing certificates.
Status: in_force

(a) The following fees shall be paid to the director upon the filing of limited partnership documents:

(1) Certificate of limited partnership, $50;

(2) Any certificate of amendment, restatement, or correction, $10;

(3) Statement of termination, $10;

(4) Annual statement for domestic or foreign limited partnership, $10;

(5) Any other certificate or document of domestic or foreign limited partnership, $10;

(6) Application for certificate of authority, $100;

(7) Application for certificate of withdrawal of foreign limited partnership, $10;

(8) For filings relating to registered agents, the fees established by section 425R-2;

(9) Reservation of name, $10;

(10) Transfer of reservation of name, $10;

(11) Good standing certificate, $5;

(12) Articles of conversion or merger, $100;

(13) Special handling fee for review of articles of conversion or merger, $75;

(14) Special handling fee for review of any limited partnership document, $25;

(15) Special handling fee for certificates issued by the director, $10 per certificate; and

(16) Special handling fee for certification of documents, $10.

(b) The director shall charge and collect:

(1) For furnishing a certified copy of any document, instrument, or paper relating to a limited partnership, $10 for the certificate and affixing the seal thereto; and

(2) At the time of any service of process on the director as agent for service of process of a limited partnership, $10, which amount may be recovered as taxable costs by the party to the suit or action causing the service to be made if the party prevails in the suit or action.

(c) All fees collected under this section shall be managed in accordance with section 26-9. [L 2003, c 210, pt of §1; am L 2004, c 116, §8 and c 117, §5; am L 2006, c 184, §22; am L 2012, c 58, §17]
Haw. Rev. Stat. § 414D-111 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-111
Quorum requirements.
Status: in_force

(a) Unless this chapter, the articles, or the bylaws provide for a higher or lower quorum, ten per cent of the votes entitled to be cast on a matter shall be represented at a meeting of members to constitute a quorum on that matter.

(b) A bylaws amendment to decrease the quorum for any member action may be approved by the members or, unless prohibited by the bylaws, by the board.

(c) A bylaws amendment to increase the quorum required for any member action shall be approved by the members.

(d) Unless one-third or more of the voting power is present in person or by proxy, the only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice. [L 2001, c 105, pt of §1]
Haw. Rev. Stat. § 425-125 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-125
Continuation of partnership beyond definite term or particular undertaking.
Status: in_force

(a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.

(b) If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue. [L 1999, c 284, pt of §1]
Haw. Rev. Stat. § 425-1.7 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-1.7
Correcting a filed document.
Status: in_force

(a) A domestic or foreign general partnership may correct a document filed with the director if the document:

(1) Contains incorrect information; or

(2) Was defectively executed, attested, sealed, verified, or acknowledged.

(b) A document is corrected by preparing and delivering to the director for filing, a statement of correction that:

(1) Describes the document including its file date or attaches a copy of it to the statement;

(2) Specifies the incorrect information and the reason it is incorrect or the manner in which the execution was defective;

(3) Corrects the incorrect information or defective execution; and

(4) Is executed and certified by a general partner.

(c) A statement of correction is effective on the effective date of the document it corrects, except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, a statement of correction is effective when filed. [L 1995, c 198, pt of §1; am L 1996, c 182, §9; am L 2002, c 130, §82]
Haw. Rev. Stat. § 414-4 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-4
Notice.
Status: in_force

(a) Notice under this chapter shall be in writing unless oral notice is reasonable under the circumstances.

(b) Notice is effective if communicated in person; by telephone, telegraph, teletype, or other form of wire or wireless communication; or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published; or by radio, television, or other form of public broadcast communication.

(c) Written notice by a domestic or foreign corporation to its shareholder, if in a comprehensible form, is effective when mailed, if mailed postpaid and correctly addressed to the shareholder's address shown in the corporation's current record of shareholders.

(d) Written notice to a domestic or foreign corporation (authorized to transact business in this State) may be addressed to its registered agent or to the corporation or its secretary at its principal office shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority.

(e) Except as provided in subsection (c), written notice, if in a comprehensible form, is effective at the earliest of the following:

(1) When received;

(2) Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed; or

(3) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.

(f) Oral notice is effective when communicated if communicated in a comprehensible manner.

(g) If this chapter prescribes notice requirements for particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe notice requirements not inconsistent with this section or other provisions of this chapter, those requirements govern.

( h) Without limiting the manner by which notice otherwise may be given to shareholders, notice to shareholders given by the corporation under this chapter, the articles of incorporation, or the bylaws shall be effective if provided by electronic transmission consented to by the shareholder to whom the notice is given. Any consent shall be revocable by the shareholder by written notice to the corporation. Any consent shall be deemed revoked if:

(1) The corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent; and

(2) The inability to deliver becomes known to the secretary or an assistant secretary of the corporation, to the transfer agent, or other person responsible for giving notice; provided that the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

(i) Notice given pursuant to subsection (h) shall be deemed given:

(1) If by facsimile telecommunication, when directed to a number at which the shareholder has consented to receive notice;

(2) If by electronic mail, when directed to an electronic mail address at which the shareholder has consented to receive notice;

(3) If by a posting on an electronic network together with separate notice to the shareholder of such specific posting, upon the later of the posting and the giving of such separate notice; and

(4) If by any other form of electronic transmission, when directed to the shareholder.

An affidavit of the secretary, assistant secretary, transfer agent, or other agent of the corporation that the notice has been given by a form of electronic transmission, in the absence of fraud, shall be prima facie evidence of the facts stated therein. [L 2000, c 244, pt of §1; am L 2001, c 129, §5; am L 2002, c 130, §8; am L 2009, c 55, §2]
Haw. Rev. Stat. § 414-249 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-249
Variation by corporate action; application of subpart.
Status: in_force

(a) A corporation, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, may obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with section 414-242 or advance funds to pay for or reimburse expenses in accordance with section 414-244. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in section 414-244(c) and 414-246(c). Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall be deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with section 414-244 to the fullest extent permitted by law, unless the provision specifically provides otherwise.

(b) Any provision pursuant to subsection (a) shall not obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation, pertaining to conduct with respect to the predecessor, unless otherwise specifically provided. Any provision for indemnification or advance for expenses in the articles of incorporation, bylaws, or a resolution of the board of directors or shareholders of a predecessor of the corporation in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, shall be governed by section 414-316(a)(3).

(c) A corporation, by a provision in its articles of incorporation, may limit any of the rights to indemnification or advance for expenses created by or pursuant to this subpart.

(d) This subpart does not limit a corporation's power to pay or reimburse expenses incurred by a director or an officer in connection with the director's or officer's appearance as a witness in a proceeding at a time when the officer or director is not a party.

(e) This subpart does not limit a corporation's power to indemnify, advance expenses to, or provide or maintain insurance on behalf of an employee or agent. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 428-1009 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-1009
Action by attorney general.
Status: in_force

The attorney general may maintain an action to restrain a foreign limited liability company from transacting business in this State in violation of this part.
Haw. Rev. Stat. § 414D-285 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-285
Appeal from revocation.
Status: in_force

(a) A foreign corporation may appeal the department director's revocation of its certificate of authority to the circuit court within thirty days after the certificate of revocation is signed. The foreign corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the department director's certificate of revocation.

(b) The court may summarily order the department director to reinstate the certificate of authority or may take any other action the court considers appropriate.

(c) The court's final decision may be appealed as in other civil proceedings. [L 2001, c 105, pt of §1]
Haw. Rev. Stat. § 414D-37 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-37
Emergency bylaws and powers.
Status: in_force

(a) Unless the articles provide otherwise, the directors of a corporation may adopt, amend, or repeal bylaws to be effective only in an emergency defined in subsection (d). The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporation during the emergency, including:

(1) How to call a meeting of the board;

(2) Quorum requirements for the meeting; and

(3) Designation of additional or substitute directors.

(b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.

(c) Corporate action taken in good faith in accordance with the emergency bylaws:

(1) Binds the corporation; and

(2) May not be used to impose liability on a corporate director, officer, employee, or agent.

(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event. [L 2001, c 105, pt of §1]
Haw. Rev. Stat. § 428-204.5 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-204.5
Amended and restated articles of organization.
Status: in_force

(a) A limited liability company may at any time amend and restate its articles of organization by complying with the procedures and requirements of sections 428-204 and 428-204.6.

(b) Upon its adoption, the amended and restated articles of organization shall set forth:

(1) All of the operative provisions of the articles of organization as therefore amended;

(2) The information required by section 428-204; and

(3) A statement that the amended and restated articles of organization supersede the original articles of organization and all amendments thereto.

(c) The amended and restated articles of organization shall be delivered to the director for filing. The director may certify the amended and restated articles of organization as the articles of organization currently in effect, without including the information required to be filed by subsection (b)(2) and (3). [L 1999, c 164, §1; am L 2000, c 219, §72]
Haw. Rev. Stat. § 425-131 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-131
Partner's power to dissociate; wrongful dissociation.
Status: in_force

(a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to section 425-130(1).

(b) A partner's dissociation is wrongful only if:

(1) It is in breach of an express provision of the partnership agreement; or

(2) In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking:

(A) The partner withdraws by express will, unless the withdrawal follows within ninety days after another partner's dissociation by death or otherwise under section 425-130(6) to (10) or wrongful dissociation under this subsection;

(B) The partner is expelled by judicial determination under section 425-130(5);

(C) The partner is dissociated by becoming a debtor in bankruptcy; or

(D) In the case of a partner who is not an individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because it wilfully dissolved or terminated.

(c) A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners. [L 1999, c 284, pt of §1]
Haw. Rev. Stat. § 414-312 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-312
Share exchange.
Status: in_force

(a) A corporation may acquire all of the outstanding shares of one or more classes or series of another corporation if the board of directors of each corporation adopts and its shareholders (if required by section 414-313) approve the exchange.

(b) The plan of exchange shall set forth:

(1) The name of the corporation whose shares will be acquired and the name of the acquiring corporation;

(2) The terms and conditions of the exchange; and

(3) The manner and basis of exchanging the shares to be acquired for shares, obligations, or other securities of the acquiring corporation or any other corporation or for cash or other property in whole or in part.

(c) The plan of exchange may set forth other provisions relating to the exchange.

(d) The corporation whose shares will be acquired shall be a domestic corporation, whether or not the law of the state or country under whose law the acquiring corporation is incorporated permits a share exchange.

(e) This section does not limit the power of a corporation to acquire all or part of the shares of one or more classes or series of another corporation through a voluntary exchange or otherwise. [L 2000, c 244, pt of §1; am L 2002, c 41, §7]
Haw. Rev. Stat. § 428-504 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-504
Rights of creditors.
Status: in_force

(a) On application by a judgment creditor of a member of a limited liability company or a member's transferee, a court having jurisdiction may order that the distributional interest of the judgment debtor be used to satisfy the judgment. The court may appoint a receiver to carry out the provisions of the charging order.

(b) A charging order constitutes a lien on the judgment debtor's distributional interest. The court may order a foreclosure of a lien on a distributional interest subject to the charging order at any time. A purchaser at the foreclosure sale has the rights of a transferee.

(c) At any time before foreclosure, a distributional interest in a limited liability company which is charged may be redeemed:

(1) By the judgment debtor;

(2) With property other than the company's property, by one or more of the other members; or

(3) With the company's property, but only if permitted by the operating agreement.

(d) This chapter does not affect a member's right under exemption laws with respect to the member's distributional interest in a limited liability company.

(e) This section provides the exclusive remedy by which a judgment creditor of a member or a transferee may satisfy a judgment out of the judgment debtor's distributional interest in a limited liability company. [L 1996, c 92, pt of §1]
Haw. Rev. Stat. § 425E-908 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-908
Changes and amendments.
Status: in_force

If any statement in the application for registration of a foreign limited partnership was false when made or any arrangement or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in the office of the director a certificate, certified and signed by a general partner, correcting such statement.
Haw. Rev. Stat. § 419-9 — HI Code / Division 2 / Title 23 / Chapter 419 / Section 419-9
Corporations sole heretofore formed; general laws.
Status: in_force

(a) Any corporation sole heretofore formed and existing under the laws of this State for ecclesiastical purposes may elect to continue its existence under this chapter by filing an application for amendment of its charter in the manner and form provided for an application for an original charter, together with the required certificates as to the incumbency of the corporation. If such amendment is allowed by the director of commerce and consumer affairs, this chapter thereupon shall apply to such corporations sole the same as to corporations formed under this chapter.

(b) Any charter or amended charter granted or corporation created or existing under the authority of this chapter shall be subject to all general laws enacted in regard to corporations. [L Sp 1941, c 58, pt of §1(6769D); RL 1945, §8409; RL 1955, §175-9; am L Sp 1959 2d, c 1, §15; am L 1963, c 114, §3; HRS §419-9; am L 1982, c 204, §8; am L 1983, c 124, §17; am L 2004, c 121, §23]
Haw. Rev. Stat. § 421J-3.3 — HI Code / Division 2 / Title 23 / Chapter 421J / Section 421J-3.3
[ §421J-3.
Status: in_force

[ §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]
Haw. Rev. Stat. § 414D-232 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-232
Authorized distributions.
Status: in_force

(a) A corporation other than a public benefit corporation may purchase its memberships if, after the purchase is completed:

(1) The corporation would be able to pay its debts as they become due in the usual course of its activities; and

(2) The corporation's total assets would be equal to at least the sum of its total liabilities.

(b) Corporations may make distributions upon dissolution in conformity with part XIII.

(c) The public benefit corporation, in conformity with its purposes, may make distributions to and confer benefits on a member or an affiliate that is another public benefit corporation if, after any distribution is completed:

(1) The public benefit corporation would be able to pay its debts as they become due in the usual course of its activities; and

(2) The public benefit corporation's total assets would be equal to at least the sum of its total liabilities. [L 2001, c 105, pt of §1; am L 2002, c 130, §58; am L 2010, c 43, §3; am L 2019, c 65, §7]
Haw. Rev. Stat. § 414-357 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-357
Failure to take action.
Status: in_force

(a) If the corporation does not take the proposed action within sixty days after the date set for demanding payment and depositing share certificates, the corporation shall return the deposited certificates and release the transfer restrictions imposed on uncertificated shares.

(b) If after returning deposited certificates and releasing transfer restrictions, the corporation takes the proposed action, it must send a new dissenters' notice under section 414-353 and repeat the payment demand procedure. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 425E-104 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-104
Nature, purpose, and duration of entity.
Status: in_force

(a) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership.

(b) A limited partnership may be organized under this chapter for any lawful purpose.

(c) A limited partnership has a perpetual duration. [L 2003, c 210, pt of §1]
Haw. Rev. Stat. § 421J-8 — HI Code / Division 2 / Title 23 / Chapter 421J / Section 421J-8
Membership list.
Status: in_force

The association shall use good faith efforts to keep an accurate and current list of the names and addresses of association members. If the list is not provided directly to members, the association shall develop a reasonable procedure by which owners may solicit votes or proxies or provide information to other owners with respect to association matters. The board may require members to furnish the association with an affidavit stating that the use of the list is requested in good faith for the protection of the association, its members, or both.
Haw. Rev. Stat. § 414-242 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-242
Permissible indemnification.
Status: in_force

(a) Except as otherwise provided in this section, a corporation may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if:

(1) (A) The individual conducted the individual's self in good faith; and

(B) The individual reasonably believed:

(i) In the case of conduct of official capacity, that the individual's conduct was in the best interests of the corporation; and

(ii) In all other cases, that the individual's conduct was at least not opposed to the best interests of the corporation; and

(C) In the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful; or

(2) The individual engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation (as authorized by section 414-32(b)(5)).

(b) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in, and the beneficiaries of, the plan is conduct that satisfies the requirement of subsection (a)(1)(B)(ii).

(c) The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the director did not meet the relevant standard of conduct described in this section.

(d) Unless ordered by a court under section 414-245(a)(3), a corporation may not indemnify a director:

(1) In connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under subsection (a); or

(2) In connection with any proceeding with respect to conduct for which the director was adjudged liable on the basis that the director received a financial benefit to which the director was not entitled, whether or not involving action in the director's official capacity. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 421I-9 — HI Code / Division 2 / Title 23 / Chapter 421I / Section 421I-9
Mediation and arbitration of disputes.
Status: in_force

At the request of any party, any dispute concerning or involving one or more shareholders and a corporation, its board of directors, managing agent, resident manager, or one or more other shareholders relating to the interpretation, application, or enforcement of this chapter or the corporation's articles of incorporation, bylaws, or rules adopted in accordance with its bylaws shall be submitted first to mediation. When all reasonable efforts for mediation have been made and the dispute is not settled either in conference between the parties or through mediation, the dispute shall be submitted to arbitration in the same manner and subject to the same requirements, to the extent practicable, which now apply to condominiums under section 514B-162.
Haw. Rev. Stat. § 414-145 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-145
Corporation's acceptance of votes, etc.
Status: in_force

(a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation, acting in good faith, is entitled to accept the vote, consent, waiver, or proxy appointment and to give it effect as the act of the shareholder.

(b) If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the corporation acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and to give it effect as the act of the shareholder if:

(1) The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;

(2) The name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;

(3) The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;

(4) The name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment; or

(5) Two or more persons are the shareholder as cotenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners.

(c) The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis to doubt the validity of the signature on the vote, consent, waiver, or proxy appointment or the signatory's authority to sign for the shareholder.

(d) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the shareholder for the consequences of the acceptance or rejection.

(e) Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise. [L 2000, c 244, pt of §1; am L 2001, c 129, §23]
Haw. Rev. Stat. § 414-162 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-162
Voting agreements.
Status: in_force

(a) Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to section 414-161.

(b) A voting agreement created under this section is specifically enforceable. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 414-143 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-143
Proxies.
Status: in_force

(a) A shareholder may vote the shareholder's shares in person or by proxy.

(b) A shareholder may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form. The appointment form shall be signed by either the shareholder personally or by the shareholder's attorney-in-fact. A shareholder may authorize another person to act as a proxy for the shareholder by:

(1) Executing a writing authorizing another person or persons to act as a proxy for the shareholder, which may be accomplished by the shareholder or the shareholder's authorized attorney-in-fact, officer, director, employee, or agent signing the writing or causing the shareholder's signature to be affixed to the writing by any reasonable means, including without limitation the use of a facsimile signature; or

(2) Transmitting or authorizing the transmission of a telegram, cablegram, facsimile, or other means of electronic transmission authorizing the person or persons to act as a proxy for the shareholder to the person or persons who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization, or similar agent duly authorized by the person who will be the holder of the proxy to receive the transmission; provided that any such transmission shall specify that the transmission was authorized by the shareholder.

A copy, facsimile telecommunication, or other reliable reproduction of the writing or transmission created pursuant to the foregoing may be used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided that any such copy, facsimile telecommunication, or other reproduction shall be a complete reproduction of the entire original writing or transmission.

(c) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven months unless a longer period is expressly provided in the appointment form.

(d) An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of:

(1) A pledgee;

(2) A person who purchased or agreed to purchase the shares;

(3) A creditor of the corporation who extended it credit under terms requiring the appointment;

(4) An employee of the corporation whose employment contract requires the appointment; or

(5) A party to a voting agreement created under section 414-162.

(e) The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment.

(f) An appointment made irrevocable under subsection (d) is revoked when the interest with which it is coupled is extinguished.

(g) A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence when the transferee acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.

(h) Subject to section 414-145 and to any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment. [L 2000, c 244, pt of §1; am L 2001, c 129, §22]
Haw. Rev. Stat. § 414D-137 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-137
Resignation of directors.
Status: in_force

(a) A director may resign at any time by delivering written notice to the board of directors, its presiding officer, or to the president or secretary.

(b) A resignation is effective when the notice is effective, unless the notice specifies a later effective date. If a resignation is made effective at a later date, the board may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date. [L 2001, c 105, pt of §1]
Haw. Rev. Stat. § 421C-14 — HI Code / Division 2 / Title 23 / Chapter 421C / Section 421C-14
One member, one vote.
Status: in_force

(a) Each member of an association shall have one and only one vote; provided that secondary associations, which are associations solely comprised of other associations or groups organized on a cooperative basis, may allow exceptions to the one vote per member rule, by allocating votes on the basis of the following:

(1) The number of individual members in each organization; or

(2) Size of dollar volume of direct transactions between the member organizations and the secondary association.

(b) Being "organized on a cooperative basis" means being organized such that:

(1) Each member has one vote and only one vote, except as may be altered in the articles or bylaws of a secondary cooperative by provision for voting by member organizations;

(2) The maximum rate at which any return is paid on share or membership capital is limited; and

(3) The allocation or distribution of net savings after making provision for such separate funds as may be required or specially permitted by statute, articles, or bylaws, is made to member patrons or to all patrons, in proportion to their patronage; or is allocated in a manner which benefits the general welfare of all of the members of the association.

(c) No voting agreement or other device to evade the one member, one vote rule shall be enforceable. [L 1982, c 97, pt of §2; am L 1984, c 217, §6]
Haw. Rev. Stat. § 421C-3 — HI Code / Division 2 / Title 23 / Chapter 421C / Section 421C-3
Stock and nonstock associations; general corporation laws, when applicable.
Status: in_force

(a) An association may either be organized with stock or without stock. Subject to section 421C-20, if organized with stock, the association shall require a certain amount of common stock to be purchased from the association in order to permit a stockholder voting and membership privileges, and no class of stock except common stock may grant voting and membership privileges in a stock association. Subject to section 421C-20, if organized without stock, the association shall require a membership fee or amount of membership capital to be paid in, in order to permit the member voting and membership privileges by means of issuance of a membership certificate.

(b) Except where otherwise provided, statutes and fees which apply to domestic profit corporations shall apply to stock associations, and statutes and fees which apply to domestic nonprofit corporations shall apply to nonstock associations.

(c) Associations may amend their articles upon approval by the director of commerce and consumer affairs of articles of amendment to convert from a stock association to a nonstock association or vice versa. This subsection may be employed by an association only once every two calendar years. [L 1982, c 97, pt of §2 and c 204, §8; am L 1983, c 124, §17; am L 1984, c 217, §3; am L 1988, c 373, §22]
Haw. Rev. Stat. § 425-110 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-110
Partnership property.
Status: in_force

Property acquired by a partnership is property of the partnership and not of the partners individually.
Haw. Rev. Stat. § 414D-134 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-134
Election, designation, and appointment of directors.
Status: in_force

(a) If the corporation has members, all the directors (except the initial directors) shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles or bylaws provide some other time or method of election, or provide that some of the directors are:

(1) Appointed by some other person; or

(2) Designated.

(b) If the corporation does not have members, all the directors (except the initial directors) shall be elected, appointed, or designated as provided in the articles or bylaws. If no method of designation or appointment is set forth in the articles or bylaws, the directors (other than the initial directors) shall be elected by the board. [L 2001, c 105, pt of §1; am L 2019, c 65, §3]
Haw. Rev. Stat. § 414D-143 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-143
Regular and special meetings.
Status: in_force

(a) If the time and place of a directors' meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings.

(b) A board of directors may hold regular or special meetings in or out of this State.

(c) Unless the articles or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. [L 2001, c 105, pt of §1]
Haw. Rev. Stat. § 425E-114 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-114
Registered agent.
Status: in_force

Each domestic limited partnership or foreign limited partnership shall continuously maintain in this State a registered agent, who shall have a business address in this State and may be:

(1) An individual who resides in this State;

(2) A domestic entity authorized to transact business in this State; or

(3) A foreign entity authorized to transact business in this State. [L 2003, c 210, pt of §1; am L 2009, c 55, §40]
Haw. Rev. Stat. § 414-178 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-178
Applicability to foreign corporations.
Status: in_force

In any derivative proceeding in the right of a foreign corporation, the matters covered by this subpart shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation except for sections 414-174, 414-176, and 414-177.
Haw. Rev. Stat. § 415A-3 — HI Code / Division 2 / Title 23 / Chapter 415A / Section 415A-3
Purposes.
Status: in_force

(a) Except as provided in this section, professional corporations may be organized under this chapter only for the purpose of rendering professional services and services ancillary thereto within a single profession.

(b) A professional corporation may be incorporated for the purpose of rendering professional services within two or more professions, and for any purpose or purposes for which corporations may be organized under chapter 414, to the extent that any combination of professional purposes or of professional and business purposes is permitted by the licensing laws and rules of this State applicable to the professions. [L 1985, c 259, pt of §1; am L 1987, c 135, §108; am L 2002, c 40, §43]
Haw. Rev. Stat. § 415A-9 — HI Code / Division 2 / Title 23 / Chapter 415A / Section 415A-9
Issuance and transfer of shares; share certificates.
Status: in_force

(a) A professional corporation may issue shares, fractional shares, and rights or options to purchase shares only to individuals authorized by law in this State or in any other state or territory of the United States or the District of Columbia to render a professional service permitted by the corporation's articles of incorporation.

(b) Where the licensing authority for any profession deems it necessary to prevent violations of the ethical standards of such profession, the licensing authority may by rule further restrict, condition, or abridge the authority of professional corporations to issue shares but no such rule, of itself, shall have the effect of causing a shareholder of a professional corporation at the time the rule becomes effective to become a disqualified person. All shares issued in violation of this section or any rule under this section shall be void.

(c) A shareholder of a professional corporation may transfer or pledge shares, fractional shares, and rights or options to purchase shares of the corporation only to individuals qualified under this section to hold shares issued directly to them by the professional corporation. Any transfer of shares in violation of this subsection shall be void; provided that nothing contained herein shall prohibit the transfer of shares of a professional corporation by operation of law or court decree; and provided further that a shareholder may transfer part or all of such shares to a revocable living or inter vivos trust with respect to which such shareholder:

(1) Retains the unilateral right of revocation;

(2) Is the sole beneficiary during the shareholder's lifetime; and

(3) Is either a trustee or co-trustee or otherwise retains the right to direct the trustee in all matters related to the corporation or its shares; but nothing in such trust nor in this section shall in any way diminish the liability of the shareholder with respect to the professional actions of the corporation.

(d) Every certificate representing shares of a professional corporation shall state conspicuously upon its face that the shares represented thereby are subject to restrictions on transfer imposed by this chapter and are subject to such further restrictions on transfer as may be imposed by the licensing authority from time to time pursuant to this chapter. [L 1985, c 259, pt of §1; am L 1987, c 135, §115]
Haw. Rev. Stat. § 428-406 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-406
Limitations on distributions.
Status: in_force

(a) A distribution may not be made if:

(1) The limited liability company would not be able to pay its debts as they become due in the ordinary course of business; or

(2) The company's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the company were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of members whose preferential rights are superior to those receiving the distribution.

(b) A limited liability company may base a determination that a distribution is not prohibited under subsection (a) on financial statements prepared on the basis of accounting practices and principles that are reasonable under the circumstances or on a fair valuation or other method that is reasonable under the circumstances.

(c) Except as otherwise provided in subsection (e), the effect of a distribution under subsection (a) is measured:

(1) In the case of distribution by purchase, redemption, or other acquisition of a distributional interest in a limited liability company, as of the date money or other property is transferred or debt incurred by the company; and

(2) In all other cases, as of the date the:

(A) Distribution is authorized if the payment occurs within one hundred twenty days after the date of authorization; or

(B) Payment is made if it occurs more than one hundred twenty days after the date of authorization.

(d) A limited liability company's indebtedness to a member incurred by reason of a distribution made in accordance with this section is at parity with the company's indebtedness to its general unsecured creditors.

(e) Indebtedness of a limited liability company, including indebtedness issued in connection with or as part of a distribution, is not considered a liability for purposes of determinations under subsection (a) if its terms provide that payment of principal and interest is made only if and to the extent that payment of a distribution to members could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made. [L 1996, c 92, pt of §1]
Haw. Rev. Stat. § 414-415 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-415
Election to purchase in lieu of dissolution.
Status: in_force

(a) In a proceeding under section 414-411(2) to dissolve a corporation that has no shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association, the corporation may elect or, if it fails to elect, one or more shareholders may elect to purchase all shares owned by the petitioning shareholder at the fair value of the shares. An election pursuant to this section shall be irrevocable unless the court determines that it is equitable to set aside or modify the election.

(b) An election to purchase pursuant to this section may be filed with the court at any time within ninety days after the filing of the petition under section 414-411(2) or at such later time as the court in its discretion may allow. If the election to purchase is filed by one or more shareholders, the corporation, within ten days thereafter, shall give written notice to all shareholders, other than the petitioning shareholder. The notice shall state the name and number of shares owned by the petitioning shareholder and the name and number of shares owned by each electing shareholder and shall advise the recipients of their right to join in the election to purchase shares in accordance with this section. Shareholders who wish to participate shall file notice of their intention to join in the purchase no later than thirty days after the effective date of the notice to them. All shareholders who have filed an election or notice of their intention to participate in the election to purchase thereby become parties to the proceeding and shall participate in the purchase in proportion to their ownership of shares as of the date the first election was filed, unless they otherwise agree or the court otherwise directs. After an election has been filed by the corporation or one or more shareholders, the proceeding under section 414-411(2) may not be discontinued or settled, nor may the petitioning shareholder sell or otherwise dispose of the shareholder's shares, unless the court determines that it would be equitable to the corporation and the shareholders, other than the petitioning shareholder, to permit the discontinuance, settlement, sale, or other disposition.

(c) If, within sixty days of the filing of the first election, the parties reach agreement as to the fair value and terms of purchase of the petitioning shareholder's shares, the court shall enter an order directing the purchase of the petitioning shareholder's shares upon the terms and conditions agreed to by the parties.

(d) If the parties are unable to reach an agreement as provided for in subsection (c), the court, upon application of any party, shall stay the section 414-411(2) proceedings and determine the fair value of the petitioning shareholder's shares as of the day before the date on which the petition under section 414-411(2) was filed or as of any other date the court deems appropriate under the circumstances.

(e) Upon determining the fair value of the shares, the court shall enter an order directing the purchase upon the terms and conditions that the court deems appropriate, which may include payment of the purchase price in installments, where necessary in the interests of equity, provision for security to assure payment of the purchase price and any additional costs, fees, and expenses as may have been awarded, and, if the shares are to be purchased by shareholders, the allocation of shares among them. In allocating the petitioning shareholder's shares among holders of different classes of shares, the court shall attempt to preserve the existing distribution of voting rights among holders of different classes insofar as practicable and may direct that holders of a specific class or classes shall not participate in the purchase. Interest may be allowed at the rate and from the date determined by the court to be equitable, but if the court finds that the refusal of the petitioning shareholder to accept an offer of payment was arbitrary or otherwise not in good faith, no interest shall be allowed. If the court finds that the petitioning shareholder had probable grounds for relief under section 414-411(2)(B) or (D), it may award to the petitioning shareholder reasonable fees and expenses of counsel and of any experts employed by the petitioning shareholder.

(f) Upon entry of an order under subsection (c) or (e), the court shall dismiss the petition to dissolve the corporation under section 414-411, and the petitioning shareholder shall no longer have any rights or status as a shareholder of the corporation, except the right to receive the amounts awarded to the petitioning shareholder by the order of the court that shall be enforceable in the same manner as any other judgment.

(g) The purchase ordered pursuant to subsection (e), shall be made within ten days after the date the order becomes final unless before that time the corporation files with the court a notice of its intention to adopt articles of dissolution pursuant to sections 414-382 and 414-383, which articles shall then be adopted and filed within fifty days thereafter. Upon filing of the articles of dissolution, the corporation shall be dissolved in accordance with sections 414-385 to 414-387, and the order entered pursuant to subsection (e) shall no longer be of any force or effect, except that the court may award the petitioning shareholder reasonable fees and expenses in accordance with the provisions of the last sentence of subsection (e) and the petitioning shareholder may continue to pursue any claims previously asserted on behalf of the corporation.

(h) Any payment by the corporation pursuant to an order under subsection (c) or (e), other than an award of fees and expenses pursuant to subsection (e), is subject to section 414-111. [L 2000, c 244, pt of §1; am L 2001, c 129, §43]
Haw. Rev. Stat. § 414D-201.5 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-201.5
Foreign mergers.
Status: in_force

(a) Whenever a foreign entity authorized to transact business in this State shall be a party to a statutory merger permitted by the laws of the state or country under which it is organized, and the foreign entity shall be the surviving entity, it shall, within sixty days after the merger becomes effective, file with the department director a certificate evidencing the merger, duly authenticated by the proper officer of the state or country under the laws of which the statutory merger was effectuated. The certificate evidencing the merger shall be evidence of a change of name if the name of the surviving entity is changed thereby. If the certificate is in a foreign language, a translation attested to under oath by the translator shall accompany the certificate.

(b) Whenever a foreign entity authorized to transact business in this State shall be a party to a statutory merger permitted by the laws of the state or country under the laws of which it is organized, and that entity shall not be the surviving entity, the surviving entity shall, within sixty days after the merger becomes effective, file with the department director a certificate evidencing the merger in the form prescribed by subsection (a). [L 2002, c 41, §2; am L 2003, c 124, §30; am L 2004, c 121, §17]
Haw. Rev. Stat. § 425-172 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-172
Personal liability and penalty.
Status: in_force

(a) Each partner of a partnership that neglects or fails to substantially comply with any provision of this subpart shall severally forfeit to the State $25 for each and every month while the default continues, to be recovered by action brought in the name of the State by the director; provided that the director, for good cause shown, may reduce or waive the same.

(b) Any person who signs or certifies as correct any statement or certificate filed pursuant to this subpart, or who presents any statement or certificate for filing, knowing that the statement or certificate is false in any material respect and with the intent to deceive or defraud, shall be guilty of a class C felony.

(c) Any person who negligently, but without intent to deceive or defraud, signs or certifies as correct any statement or certificate filed pursuant to this subpart, that is in fact false, shall be subject to a civil fine not to exceed $500. [L 2000, c 218, pt of §1]
Haw. Rev. Stat. § 414D-165 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-165
Indemnification of officers, employees, and agents.
Status: in_force

(a) An officer of the corporation who is not a director, unless limited by a corporation's articles of incorporation, is entitled to mandatory indemnification under section 414D-161, and is entitled to apply for court-ordered indemnification under section 414D-163 in each case, to the same extent as a director.

(b) The corporation, unless limited by a corporation's articles of incorporation, may indemnify and advance expenses under this part to an officer, employee, or agent of the corporation who is not a director to the same extent as to a director.

(c) A corporation may also, unless limited by a corporation's articles of incorporation, indemnify and advance expenses to an officer, employee, or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract. [L 2001, c 105, pt of §1]
Haw. Rev. Stat. § 425-104 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-104
Supplemental principles of law.
Status: in_force

(a) Unless displaced by particular provisions of this part, the principles of law and equity supplement this part.

(b) If an obligation to pay interest arises under this part and the rate is not specified, the rate is that specified in section 478-2. [L 1999, c 284, pt of §1]
Haw. Rev. Stat. § 428-205 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-205
Signing of records.
Status: in_force

(a) Except as otherwise provided in this chapter, a record to be filed by or on behalf of a limited liability company in the office of the director shall be certified and signed by a:

(1) Manager of a manager-managed company or, in the case of a foreign limited liability company, a person who is authorized or required to sign a record under the laws of its jurisdiction of organization;

(2) Member of a member-managed company or, in the case of a foreign limited liability company, a person who is authorized or required to sign a record under the laws of its jurisdiction of organization;

(3) Person organizing the company, if the company has not been formed; or

(4) Fiduciary, if the company is in the hands of a receiver, trustee, or other court-appointed fiduciary.

(b) The signer of a record to be filed under subsection (a) may do so as an attorney-in-fact by stating beneath or opposite the signature the name of the person for whom the signer is the attorney-in-fact. The power of attorney need not be filed with the record. [L 1996, c 92, pt of §1; am L 2001, c 129, §91; am L 2012, c 58, §20]
Haw. Rev. Stat. § 414-247 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-247
Officers.
Status: in_force

(a) A corporation may indemnify and advance expenses under this subpart to an officer of the corporation who is a party to a proceeding because the officer is an officer of the corporation:

(1) To the same extent as a director; and

(2) If the person is an officer but not a director, to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors, or contract except for:

(A) Liability in connection with a proceeding by or in the right of the corporation other than for reasonable expenses incurred in connection with the proceeding; or

(B) Liability arising out of conduct that constitutes:

(i) Receipt by the officer of a financial benefit to which the officer is not entitled;

(ii) An intentional infliction of harm on the corporation or the shareholders; or

(iii) An intentional violation of criminal law.

(b) Subsection (a)(2) shall apply to an officer who is also a director if the basis on which the officer is made a party to the proceeding is an act or omission solely as an officer.

(c) An officer of a corporation who is not a director is entitled to mandatory indemnification under section 414-243, and may apply to a court under section 414-245 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under those provisions. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 425-195 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-195
Effect of conversion.
Status: in_force

When a conversion becomes effective:

(1) The converting entity shall continue to exist without interruption, but in the organizational form of the converted entity;

(2) All rights, title, and interest in all real estate and other property owned by the converting entity shall automatically be owned by the converted entity without reversion or impairment, subject to any existing liens or other encumbrances thereon;

(3) All liabilities and obligations of the converting entity shall automatically be liabilities and obligations of the converted entity without impairment or diminution due to the conversion;

(4) The rights of creditors of the converting entity shall continue against the converted entity and shall not be impaired or extinguished by the conversion;

(5) Any action or proceeding pending by or against the converting entity may be continued by or against the converted entity without any need for substitution of parties;

(6) The partnership interests and other forms of ownership in the converting entity that are to be converted into partnership interests, or other forms of ownership, in the converted entity as provided in the plan of conversion shall be converted;

(7) A shareholder, partner, member, or other owner of the converted entity, shall be liable for the debts and obligations of the converting entity that existed before the conversion takes effect only to the extent that such shareholder, partner, member, or other owner:

(A) Agreed in writing to be liable for such debts or obligations;

(B) Was liable under applicable law prior to the effective date of the conversion for such debts or obligations; or

(C) Becomes liable under applicable law for existing debts and obligations of the converted entity by becoming a shareholder, partner, member, or other owner of the converted entity;

(8) If the converted entity is a foreign general partnership, limited liability partnership, or other business entity incorporated, formed, or organized under a law other than the law of this State, the converted entity shall file with the director:

(A) An agreement that the converted entity may be served with process in this State in any action or proceeding for the enforcement of any liability or obligation of the converting domestic general partnership;

(B) An irrevocable appointment of a resident of this State including the resident's street address, as its agent to accept service of process in any such proceeding; and

(C) An agreement for the enforcement, as provided in this chapter, of the right of any dissenting shareholder, partner, member, or other owner to receive payment for their interest against the converted entity; and

(9) If the converting partnership is a domestic general partnership, or limited liability partnership, section 425-203 shall apply as if the converted entity were the survivor of a merger with the converting entity. [L 1999, c 280, pt of §4; am L 2002, c 41, §19; am L 2006, c 235, §16]
Haw. Rev. Stat. § 425-121 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-121
Distributions in kind.
Status: in_force

A partner has no right to receive, and shall not be required to accept, a distribution in kind.
Haw. Rev. Stat. § 425E-306 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-306
Person erroneously believing self to be a limited partner.
Status: in_force

(a) Except as otherwise provided in subsection (b), a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise shall not be liable for the enterprise's obligations by reason of making the investment, receiving distributions from the enterprise, or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person:

(1) Causes an appropriate certificate of limited partnership, amendment, or certificate of correction to be signed and delivered to the director for filing; or

(2) Withdraws from future participation as an owner in the enterprise by signing and delivering to the director for filing a statement of withdrawal under this section.

(b) A person that makes an investment described in subsection (a) shall be liable to the same extent as a general partner to any third party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before a statement of withdrawal, certificate of limited partnership, amendment, or certificate of correction is filed with the director to show that the person is not a general partner.

(c) If a person makes a diligent effort in good faith to comply with subsection (a)(1) and is unable to cause the appropriate certificate of limited partnership, amendment, or certificate of correction to be signed and delivered to the director for filing, the person has the right to withdraw from the enterprise pursuant to subsection (a)(2) even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise. [L 2003, c 210, pt of §1]
Haw. Rev. Stat. § 421-18 — HI Code / Division 2 / Title 23 / Chapter 421 / Section 421-18
Contracts between association and members.
Status: in_force

(a) Period, withdrawal. The bylaws may require members to execute contracts with the association in which the members agree to patronize the facilities created by the association, and to sell all or a specified part of their products to or through it, or to buy all or a specified part of their supplies from or through the association or any facilities created by it. If the members contract to sell to the association, the fact that for certain purposes the relation between the association and its members may be one of agency shall not prevent the passage from the member to the association of absolute and exclusive title to the products which are the subject matter of the contract. The title shall pass to the association upon delivery of the product, or at any other time specified in the contract. If the period of the contract exceeds ten years, the bylaws and the contracts executed thereunder shall specify a reasonable period, not less than twenty days, in each year, after the tenth year, during which the member, by giving to the association such reasonable notice as the association may prescribe, may withdraw from the association. In the absence of a withdrawal provision, a member may withdraw at any time after ten years; provided that if a member is expelled from the association before the end of the ten-year period, the contract shall be void.

(b) Damages for breach; effect upon membership status of association members.

(1) The contract may fix, as liquidated damages, which shall not be regarded as penalties, specified sums to be paid by the members to the association upon the breach of any provision of the contract, regarding the use of any facilities of the association or the sale, delivery, handling, or withholding of products; and may further provide that the member who breaks the member's contract shall pay all costs including premiums for bonds, and reasonable attorney's fees, to be fixed by the court, in case the association prevails in any action upon the contract.

(2) Any member who breaches any provision of the contract with the association shall be subject to removal from the association including the forfeiture of all rights and privileges pertinent to membership in the association as may be provided for in the bylaws of the association. In the absence of any provision in the association's bylaws relating to the removal of members, removal may occur by majority vote of the board of directors. Any member so removed shall be entitled to reapply for membership including the reinstatement of all such rights and privileges as may have been previously forfeited subject either to (A) any provision in the association's bylaws relating to readmission, or (B) in the absence of such provision, by majority vote of the board of directors at the time readmission is sought.

(c) Equitable relief. A court of competent jurisdiction may grant an injunction to prevent the breach of the contract by a member and may decree specific performance thereof. Pending the adjudication of the action and upon filing a verified complaint showing the breach or threatened breach, and a bond in such form and amount as may be approved by the court, the court may grant a temporary restraining order or preliminary injunction against the member.

(d) Recording contracts. The association may file contracts to sell agricultural products to or through the association in the office of the bureau of conveyances. If the association has uniform contracts with more than one member in any county, it may, in lieu of filing the original contracts, file the affidavit of its president, vice president, or secretary, containing or having attached thereto:

(1) A true copy of the uniform contract entered into with its members producing the product in the county;

(2) The names of the members who have executed the contract and a description of the land on which the produce is produced, if the description is contained in the contract.

The association may file from time to time thereafter affidavits containing revised or supplementary lists of the members producing the product in the county without setting forth therein a copy of the uniform contract but referring to the filed or recorded copy thereof. All affidavits filed under the section shall state in substance that they are filed pursuant to this section. The bureau of conveyances shall file the affidavits and make endorsements thereon and record and make entries thereof in the same manner as is required by law in the case of chattel mortgages, and shall compile and make available for public inspection a convenient index containing the names of all signers of the contracts, and collect for its services hereunder the same fees as for chattel mortgages. The filing of the contract, or the affidavit, shall constitute constructive notice of the association's title or right to the product embraced in the contract, to all subsequent purchasers, encumbrancers, creditors, and to all persons dealing with the members with reference to the product. No title, right, or lien of any kind shall be acquired to or on the product thereafter except through the association or with its consent, or subject to its rights; and the association may recover the possession of such property from any and all subsequent purchasers, encumbrancers, and creditors, and those claiming under them, in whose possession the same may be found, by any appropriate action for the recovery of personal property, and it may have relief by injunction and for damages.

(e) Effect of other statutes upon contracts. The provisions of this chapter are intended to encourage and to authorize associations to effectively produce and market agricultural products, and to derive the maximum benefits possible from such cooperative production and marketing. Accordingly, the contracts between an association and its members shall be deemed to authorize the collective production and marketing of the members' products, including but not limited to the combining, pooling and blending of production quotas, marketing adjustments and distribution rights, the provisions of any other law to the contrary notwithstanding. This section shall be liberally construed in favor of associations and their contracts with their members. [L 1949, c 234, pt of §1; RL 1955, §176-19; HRS §421-18; am L 1969, c 200, §1; am L 1972, c 103, §5; am L 1978, c 183, §1; gen ch 1985]
Haw. Rev. Stat. § 414D-11 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-11
Certificates and certified copies to be received in evidence.
Status: in_force

All certificates issued by the department director pursuant to this chapter, and all copies of documents filed in the department director's office pursuant to this chapter when certified by the department director, shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the facts stated therein. A certificate issued by the department director under the seal of the department of commerce and consumer affairs as to the existence or nonexistence of the facts relating to corporations, shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the existence or nonexistence of the facts stated therein.
Haw. Rev. Stat. § 428-903 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-903
Effect of conversion.
Status: in_force

When a conversion becomes effective:

(1) The converting entity shall continue to exist without interruption, but in the organizational form of the converted entity;

(2) All rights, title, and interest in all real estate and other property owned by the converting entity shall automatically be owned by the converted entity without reversion or impairment, subject to any existing liens or other encumbrances thereon;

(3) All liabilities and obligations of the converting entity shall automatically be liabilities and obligations of the converted entity without impairment or diminution due to the conversion;

(4) The rights of creditors of the converting entity shall continue against the converted entity and shall not be impaired or extinguished by the conversion;

(5) Any action or proceeding pending by or against the converting entity may be continued by or against the converted entity without any need for substitution of parties;

(6) The shares and other forms of ownership in the converting entity that are to be converted into shares, or other forms of ownership, or other securities in the converted entity as provided in the plan of conversion shall be converted, and if the converting entity is a domestic limited liability company, the former members of the domestic limited liability company shall be entitled only to the rights provided in the plan of conversion or to the rights to dissent under section 414-342;

(7) A shareholder, partner, member, or other owner of the converted entity shall be liable for the debts and obligations of the converting entity that existed before the conversion takes effect only to the extent that such shareholder, partner, member, or other owner:

(A) Agreed in writing to be liable for the debts or obligations;

(B) Was liable under applicable law prior to the effective date of the conversion, for the debts or obligations; or

(C) Becomes liable under applicable law for existing debts and obligations of the converted entity by becoming a shareholder, partner, member, or other owner of the converted entity; and

(8) If the converted entity is a foreign limited liability company or other business entity incorporated, formed, or organized under a law other than the law of this State, such converted entity shall file with the director:

(A) An agreement that the converted entity may be served with process in this State in any action or proceeding for the enforcement of any liability or obligation of the converting domestic limited liability company;

(B) An irrevocable appointment of a resident of this State, including the resident's street address, as its agent to accept service of process in any such proceeding; and

(C) An agreement for the enforcement, as provided in this chapter, of the right of any dissenting shareholder, partner, member, or other owner to receive payment for their interest against the converted entity. [L 1996, c 92, pt of §1; am L 1999, c 280, §21; am L 2001, c 129, §100; am L 2003, c 124, §76; am L 2004, c 121, §47; am L 2006, c 235, §22]
Haw. Rev. Stat. § 428-411 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-411
Continuation of limited liability company after expiration of specified term.
Status: in_force

(a) If a limited liability company that has a specified term is continued after the expiration of the term, the rights and duties of the members and managers remain the same as they were at the expiration of the term, except to the extent inconsistent with rights and duties of members and managers of an at-will company.

(b) If the members in a member-managed limited liability company or the managers in a manager-managed company continue the business without winding up the business of the company, the company shall continue as an at-will company. [L 1996, c 92, pt of §1]
Haw. Rev. Stat. § 428-809 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-809
Grounds for administrative termination.
Status: in_force

The director may commence a proceeding to terminate a limited liability company administratively if the company fails to:

(1) Pay any fees prescribed by law;

(2) File its annual report for a period of two years pursuant to section 428-210;

(3) Appoint and maintain an agent for service of process as required by this part; or

(4) File a statement of a change in the name or business address of the agent as required by this part. [L 1996, c 92, pt of §1; am L 2001, c 129, §97]
Haw. Rev. Stat. § 417E-4 — HI Code / Division 2 / Title 23 / Chapter 417E / Section 417E-4
Fraudulent and deceptive practices.
Status: in_force

It is unlawful for any offeror or target company or any controlling person of an offeror or target company or any broker-dealer acting on behalf of an offeror or target company to engage in any fraudulent, deceptive, or manipulative acts or practices in connection with a take-over offer. Fraudulent, deceptive, and manipulative acts or practices include, without limitation:

(1) The publication or use in connection with the offer of any false statement of a material fact or the omission to state a material fact necessary to make the statements made not misleading;

(2) The sale by any controlling shareholders of a target company of any of their equity securities to the offeror for a consideration greater than that to be paid other stockholders pursuant to the offer or the purchase of any of the securities of a controlling shareholder of the target company by the offeror for a consideration greater than that to be paid other shareholders, pursuant to an agreement not disclosed to the other shareholders;

(3) The refusal by a target company to permit an offeror who is a stockholder of record to examine its list of stockholders, and to make extracts therefrom, pursuant to the applicable corporation statutes, for the purpose of making a take-over offer in compliance with this chapter, or in lieu thereof, to mail any solicitation materials published by the offeror to its security holders with reasonable promptness after receipt from the offeror of such materials together with the reasonable expenses of postage and handling;

(4) The solicitation of any offeree for acceptance or rejection of a take-over offer or acquisition of any equity security pursuant to a take-over offer before the take-over offer is effective under this chapter or while the offer is suspended under this chapter. [L 1985, c 32, pt of §2]
Haw. Rev. Stat. § 414-273 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-273
REPEALED.
Status: in_force

L 2003, c 124, §100.
Haw. Rev. Stat. § 414D-256 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-256
Deposit with director of finance.
Status: in_force

Assets of a dissolved corporation that should be transferred to a creditor, claimant, or member of the corporation who cannot be found or who is not competent to receive them, shall be reduced to cash subject to known trust restrictions and deposited with the director of finance for disposition in accordance with chapter 523A.
Haw. Rev. Stat. § 414D-156 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-156
Resignation and removal of officers.
Status: in_force

(a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is effective unless the notice specifies a future effective date. If a resignation is made effective at a future date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.

(b) Except as otherwise provided in the articles of incorporation or bylaws, a board may remove any officer at any time with or without cause. [L 2001, c 105, pt of §1; am L 2002, c 130, §55]
Haw. Rev. Stat. § 425E-111 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-111
Required information.
Status: in_force

A limited partnership shall maintain at its registered office the following information:

(1) A current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order;

(2) A copy of the certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment, or restatement has been executed;

(3) A copy of any filed articles of conversion or merger;

(4) A copy of the limited partnership's federal, state, and local income tax returns and reports, if any, for the three most recent years;

(5) A copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement;

(6) A copy of any financial statement of the limited partnership for the three most recent years;

(7) A copy of the three most recent annual statements delivered by the limited partnership to the director pursuant to section 425E-210;

(8) A copy of any record made by the limited partnership during the past three years of any consent given by or vote taken of any partner pursuant to this chapter or the partnership agreement; and

(9) Unless contained in a partnership agreement made in a record, a record stating:

(A) The amount of cash, and a description and statement of the agreed value of any other property or services, contributed or agreed to be contributed by each partner;

(B) The time or events that trigger any additional contributions agreed to be made by each partner are to be made;

(C) Unless contained in a written partnership agreement, a writing setting out any right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner's contribution;

(D) For any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and

(E) Any events upon the happening of which the limited partnership is to be dissolved and its activities wound up. [L 2003, c 210, pt of §1]
Haw. Rev. Stat. § 425-18 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-18
Registered agent.
Status: in_force

Each domestic partnership or foreign partnership shall continuously maintain in this State a registered agent, who shall have a business address in this State and may be:

(1) An individual who resides in this State;

(2) A domestic entity authorized to transact business or conduct affairs in this State; or

(3) A foreign entity authorized to transact business or conduct affairs in this State. [L 2002, c 130, pt of §5; am L 2009, c 55, §32]
Haw. Rev. Stat. § 428-202 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-202
Organization.
Status: in_force

(a) One or more persons may organize a limited liability company, consisting of one or more members, by delivering articles of organization to the office of the director for filing.

(b) The existence of a limited liability company begins when the articles of organization are filed.

(c) The filing of the articles of organization by the director is conclusive proof that the organizers satisfied all conditions precedent to the creation of the organization. [L 1996, c 92, pt of §1; am L 1997, c 4, §1]
Haw. Rev. Stat. § 414-248 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-248
Insurance.
Status: in_force

A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer of the corporation, serves at the corporation's request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity, against liability asserted against or incurred by the director or officer in that capacity or arising from the director's or officer's status as a director or officer, whether or not the corporation would have power to indemnify or advance expenses to the director or officer against the same liability under this subpart.
Haw. Rev. Stat. § 414-193 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-193
Number and election of directors.
Status: in_force

(a) A board of directors must consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws.

(b) If a board of directors has power to fix or change the number of directors, the board may increase or decrease by thirty per cent or less the number of directors last approved by the shareholders, but only the shareholders may increase or decrease by more than thirty per cent the number of directors last approved by the shareholders.

(c) The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the shareholders or the board of directors. After shares are issued, only the shareholders may change the range for the size of the board or change from a fixed to a variable-range size board or vice versa.

(d) Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter unless their terms are staggered under section 414-196. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 414D-32 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-32
Articles of incorporation.
Status: in_force

(a) The articles of incorporation shall set forth:

(1) A corporate name for the corporation that satisfies the requirements of section 414D-61;

(2) The mailing address of the corporation's initial principal office and the information required by section 425R-4(a);

(3) The name and address of each incorporator;

(4) Whether or not the corporation will have members; and

(5) Provisions not inconsistent with law regarding the distribution of assets on dissolution.

(b) The articles of incorporation may set forth:

(1) The purpose or purposes for which the corporation is organized, which may be, either alone or in combination with other purposes, the transaction of any lawful activity;

(2) The names and addresses of the individuals who are to serve as the initial directors;

(3) Provisions not inconsistent with law regarding:

(A) Managing and regulating the affairs of the corporation;

(B) Defining, limiting, and regulating the powers of the corporation, its board of directors, and members (or any class of members), including but not limited to the power to merge with another corporation, convert to another type of entity, sell all or substantially all of the corporation's assets, or dissolve the corporation; and

(C) The characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members;

(4) Any provision that under this chapter is required or permitted to be set forth in the bylaws;

(5) Provisions eliminating or limiting the personal liability of a director to the corporation or members of the corporation for monetary damages for breach of the director's duties to the corporation and its members; provided that such a provision may not eliminate or limit the liability of a director:

(A) For any breach of the director's duty of loyalty to the corporation or its members;

(B) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

(C) For any transaction from which a director derived an improper personal economic benefit; or

(D) Under sections 414D-150 to 414D-152.

(c) None of the provisions specified in this section shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when the provision becomes effective.

(d) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter. [L 2001, c 105, pt of §1; am L 2002, c 130, §39; am L 2003, c 124, §24; am L 2009, c 55, §18]
Haw. Rev. Stat. § 414-53 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-53
Administrative order of abatement for infringement of corporate name.
Status: in_force

(a) Any domestic corporation in good standing or foreign corporation authorized to do business in this State claiming that the name of any entity registered or authorized to transact business under the laws of this State is substantially identical to, or confusingly similar to, its name may file a petition with the department director for an administrative order of abatement to address the infringement of its name. The petition shall set forth the facts and authority that support the petitioner's claim that further use of the name should be abated. The petitioner, at the petitioner's expense, shall notify the registrant of the hearing in the manner prescribed by chapter 91 and the registrant shall be given an opportunity to respond to the petition at the hearing. The notice shall be made and the hearing held in accordance with the contested case provisions of chapter 91.

(b) In addition to any other remedy or sanction allowed by law, the order of abatement may:

(1) Allow the entity to retain its registered name, but:

(A) Require the entity to register a new trade name with the department director; and

(B) Require the entity to conduct business in this State under this new trade name; or

(2) (A) Require the entity to change its registered name;

(B) Require the entity to register the new name with the department director; and

(C) Require the entity to conduct business in this State under its new name.

If the entity fails to comply with the order of abatement within sixty days, the department director may involuntarily dissolve or terminate the entity, or cancel or revoke the entity's registration or certificate of authority; after the time to appeal has lapsed and no appeal has been timely filed. The department director shall mail notice of the dissolution, termination, or cancellation to the entity at its last known mailing address. The entity shall wind up its affairs in accordance with this chapter or chapter 414D, 415A, 425, 425E, or 428, as applicable.

(c) Any person aggrieved by the department director's order under this section may obtain judicial review in accordance with chapter 91 by filing a notice of appeal in circuit court within thirty days after the issuance of the department director's order. The trial by the circuit court of any such proceeding shall be de novo. Review of any final judgment of the circuit court under this section shall be governed by chapter 602. [L 2000, c 244, pt of §1; am L 2001, c 129, §15; am L 2002, c 40, §40; am L 2003, c 210, §5]
Haw. Rev. Stat. § 414-244 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-244
Advance for expenses.
Status: in_force

(a) A corporation, before final disposition of a proceeding, may advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding because the director is a director if the director delivers to the corporation:

(1) A written affirmation of the director's good faith belief that the director has met the relevant standard of conduct described in section 414-242 or that the proceeding involves conduct for which liability has been eliminated under a provision of the articles of incorporation as authorized by section 414-32(b)(4); and

(2) The director's written undertaking to repay any funds advanced if the director is not entitled to mandatory indemnification under section 414-243 and it is ultimately determined under section 414-245 or 414-246 that the director has not met the relevant standard of conduct described in section 414-242.

(b) The undertaking required by subsection (a)(2) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.

(c) Authorizations under this section shall be made:

(1) By the board of directors:

(A) If there are two or more disinterested directors, by a majority vote of all the disinterested directors (a majority of whom for this purpose, shall constitute a quorum) or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote; or

(B) If there are fewer than two disinterested directors, by the vote necessary for action by the board in accordance with section 414-215(c), in which authorization directors who do not qualify as disinterested directors may participate; or

(2) By the shareholders, but shares owned by or voted under the control of a director who at the time does not qualify as a disinterested director may not be voted on the authorization. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 414-12 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-12
Forms.
Status: in_force

(a) The department director may prescribe and furnish on request forms for:

(1) An application for a certificate of good standing;

(2) A foreign corporation's application for a certificate of authority to transact business in this State;

(3) A foreign corporation's application for a certificate of withdrawal; and

(4) The annual report.

If the department director so requires, use of these forms is mandatory.

(b) The department director may prescribe and furnish on request forms for other documents required or permitted to be filed by this chapter but their use is not mandatory. [L 2000, c 244, pt of §1; am L 2001, c 129, §9]