reglab/housing_qa huggingface dataset:
HI Rev Stat § 414-172 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-172 Standing.

  §414-172 Standing. A shareholder may not commence or maintain a derivative proceeding unless the shareholder:  (1) Was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from one who was a shareholder at that time; and  (2) Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-173 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-173 Demand.

  §414-173 Demand. No shareholder may commence a derivative proceeding until:  (1) A written demand has been made upon the corporation to take suitable action; and  (2) Ninety days have expired from the date the demand was made unless the shareholder has earlier been notified that the demand has been rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the ninety-day period. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-174 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-174 Stay of proceedings.

  §414-174 Stay of proceedings. If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for a period that the court deems appropriate. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-175 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-175 Dismissal.

  §414-175 Dismissal. (a) A derivative proceeding shall be dismissed by the court on motion by the corporation if one of the groups specified in subsection (b) or (f) has determined in good faith after conducting a reasonable inquiry upon which its conclusions are based that the maintenance of the derivative proceeding is not in the best interests of the corporation.  (b) Unless a panel is appointed pursuant to subsection (f), the determination in subsection (a) shall be made by:  (1) A majority vote of independent directors present at a meeting of the board of directors if the independent directors constitute a quorum; or  (2) A majority vote of a committee consisting of two or more independent directors appointed by majority vote of independent directors present at a meeting of the board of directors, whether or not the independent directors constituted a quorum.  (c) None of the following by itself shall cause a director to be considered not independent for purposes of this section:  (1) The nomination or election of the director by persons who are defendants in the derivative proceeding or against whom action is demanded;  (2) The naming of the director as a defendant in the derivative proceeding or as a person against whom action is demanded; or  (3) The approval by the director of the act being challenged in the derivative proceeding or demand if the act resulted in no personal benefit to the director.  (d) If a derivative proceeding is commenced after a determination has been made rejecting a demand by a shareholder, the complaint shall allege with particularity facts establishing either:  (1) That a majority of the board of directors did not consist of independent directors at the time the determination was made; or  (2) That the requirements of subsection (a) have not been met.  (e) If a majority of the board of directors does not consist of independent directors at the time the determination is made, the corporation shall have the burden of proving that the requirements of subsection (a) have been met. If a majority of the board of directors consists of independent directors at the time the determination is made, the plaintiff shall have the burden of proving that the requirements of subsection (a) have not been met.  (f) The court may appoint a panel of one or more independent persons upon motion by the corporation to make a determination whether the maintenance of the derivative proceeding is in the best interests of the corporation. In the case, the plaintiff shall have the burden of proving that the requirements of subsection (a) have not been met. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-176 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-176 Discontinuance or settlement.

  §414-176 Discontinuance or settlement. A derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given to the shareholders affected. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-177 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-177 Payment of expenses.

  §414-177 Payment of expenses. On termination of the derivative proceeding the court may:  (1) Order the corporation to pay the plaintiff's reasonable expenses (including counsel fees) incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation;  (2) Order the plaintiff to pay any defendant's reasonable expenses (including counsel fees) incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose; or  (3) Order a party to pay an opposing party's reasonable expenses (including counsel fees) incurred because of the filing of a pleading, motion, or other paper, if it finds that the pleading, motion, or other paper was not well-grounded in fact, after reasonable inquiry, or warranted by existing law or a good faith argument for the extension, modification, or reversal of existing law and was interposed for an improper purpose, such as to harass or cause unnecessary delay or needless increase in the cost of litigation. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-178 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-178 Applicability to foreign corporations.

  §414-178 Applicability to foreign corporations. 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. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-191 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-191 Requirement for and duties of board of directors.

  §414-191 Requirement for and duties of board of directors. (a) Except as provided in section 414-163, each corporation must have a board of directors.  (b) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation or in an agreement authorized under section 414-163. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-192 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-192 Qualifications of directors.

  §414-192 Qualifications of directors. The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this State or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-193 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-193 Number and election of directors.

  §414-193 Number and election of directors. (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]
HI Rev Stat § 414-194 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-194 Election of directors by certain classes of shareholders.

  §414-194 Election of directors by certain classes of shareholders. If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of shares. A class or classes of shares entitled to elect one or more directors is a separate voting group for purposes of the election of directors. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-195 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-195 Terms of directors generally.

  §414-195 Terms of directors generally. (a) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.  (b) The terms of all other directors expire at the next annual shareholders' meeting following their election unless their terms are staggered under section 414-196.  (c) A decrease in the number of directors does not shorten an incumbent director's term.  (d) The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected.  (e) Despite the expiration of a director's term, the director continues to serve until the director's successor is elected and qualifies or until there is a decrease in the number of directors. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-196 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-196 Staggered terms for directors.

  §414-196 Staggered terms for directors. If there are nine or more directors, the articles of incorporation may provide for staggering their terms by dividing the total number of directors into two or three groups, with each group containing one-half or one-third of the total, as near as may be. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the second group expire at the second annual shareholders' meeting after their election, and the terms of the third group, if any, expire at the third annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, directors shall be chosen for a term of two years or three years, as the case may be, to succeed those whose terms expire. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-197 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-197 Resignation of directors.

  §414-197 Resignation of directors. (a) A director may resign at any time by delivering notice given in writing or by electronic transmission to the board of directors, its chairperson, or the corporation.  (b) A resignation is effective when the notice is delivered unless the notice specifies a later effective date. [L 2000, c 244, pt of §1; am L 2002, c 130, §21]
HI Rev Stat § 414-198 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-198 Removal of directors by shareholders.

  §414-198 Removal of directors by shareholders. (a) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause.  (b) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove the director.  (c) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director's removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove the director exceeds the number of votes cast not to remove the director.  (d) A director may be removed by the shareholders only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-199 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-199 Removal of directors by judicial proceeding.

  §414-199 Removal of directors by judicial proceeding. (a) The circuit court may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its shareholders holding at least ten per cent of the outstanding shares of any class if the court finds that:  (1) The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation; and  (2) Removal is in the best interest of the corporation.  (b) The court that removes a director may bar the director from reelection for a period prescribed by the court.  (c) If shareholders commence a proceeding under subsection (a), they shall make the corporation a party defendant. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-200 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-200 Vacancy on board.

  §414-200 Vacancy on board. (a) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:  (1) The shareholders may fill the vacancy;  (2) The board of directors may fill the vacancy; or  (3) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.  (b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.  (c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 414-197(b) or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-201 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-201 Compensation of directors.

  §414-201 Compensation of directors. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-211 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-211 Meetings.

  §414-211 Meetings. (a) The board of directors may hold regular or special meetings in or out of this State.  (b) Unless the articles of incorporation or bylaws provide otherwise, the board of directors 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 2000, c 244, pt of §1]
HI Rev Stat § 414-212 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-212 Action without meeting.

  §414-212 Action without meeting. (a) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action shall be evidenced by one or more consents describing the action taken, given either in writing and signed before or after the intended effective date of the action by each director, or by electronic transmission, and included in the minutes or filed with the corporate records reflecting the action taken. In the case of a consent by electronic transmission, the electronic transmission shall set forth or be submitted with information from which it may be determined that the electronic transmission was authorized by the director who sent the electronic transmission.  (b) Action taken under this section shall be effective when the last director signs the consent or gives a consent by electronic transmission, unless the consent specifies a different effective date.  (c) A consent signed or given by electronic transmission under this section has the effect of a meeting vote and may be described as such in any document. [L 2000, c 244, pt of §1; am L 2002, c 130, §22]
HI Rev Stat § 414-213 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-213 Notice of meeting.

  §414-213 Notice of meeting. (a) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting.  (b) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two days' notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-214 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-214 Waiver of notice of meeting.

  §414-214 Waiver of notice of meeting. (a) A director may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as provided by subsection (b), the waiver shall be in writing, signed by the director entitled to the notice or by electronic transmission by the director entitled to notice, and filed with the minutes or corporate records.  (b) A director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting (or promptly upon the director's arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. [L 2000, c 244, pt of §1; am L 2002, c 130, §23]
HI Rev Stat § 414-215 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-215 Quorum and voting.

  §414-215 Quorum and voting. (a) Unless the articles of incorporation or bylaws require a greater number or unless otherwise specifically provided in this chapter, a quorum of a board of directors consists of:  (1) A majority of the fixed number of directors if the corporation has a fixed board size; or  (2) A majority of the number of directors prescribed, or if no number is prescribed the number in office immediately before the meeting begins, if the corporation has a variable-range size board.  (b) The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the fixed or prescribed number of directors determined under subsection (a).  (c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors.  (d) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:  (1) The director objects at the beginning of the meeting (or promptly upon the director's arrival) to holding it or transacting business at the meeting;  (2) The director's dissent or abstention from the action taken is entered in the minutes of the meeting; or  (3) The director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-216 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-216 Committees.

  §414-216 Committees. (a) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees and appoint members of the board of directors to serve on them. Each committee must have two or more members, who serve at the pleasure of the board of directors.  (b) The creation of a committee and appointment of members to it must be approved by the greater of:  (1) A majority of all the directors in office when the action is taken; or  (2) The number of directors required by the articles of incorporation or bylaws to take action under section 414-215.  (c) Sections 414-211 to 414-215, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well.  (d) To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the authority of the board of directors under section 414-191.  (e) A committee may not, however:  (1) Authorize distributions;  (2) Approve or propose to shareholders action that this chapter requires be approved by shareholders;  (3) Fill vacancies on the board of directors or on any of its committees;  (4) Amend articles of incorporation pursuant to section 414-282;  (5) Adopt, amend, or repeal bylaws;  (6) Approve a plan of merger not requiring shareholder approval;  (7) Authorize or approve reacquisition of shares, except according to a formula or method prescribed by the board of directors; or  (8) Authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that the board of directors may authorize a committee (or a senior executive officer of the corporation) to do so within limits specifically prescribed by the board of directors.  (f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in section 414-221. [L 2000, c 244, pt of §1]