reglab/housing_qa huggingface dataset:
HI Rev Stat § 414D-17 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-17 Judicial relief.

 §414D-17 Judicial relief. (a) If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members, delegates, or directors or otherwise obtain their consent in the manner prescribed by its articles, bylaws, or this chapter, then upon petition of a director, officer, delegate, or member, the court may order that the meeting be called or that a ballot or other form of obtaining the vote of members, delegates, or directors be authorized in a manner that the court finds fair and equitable under the circumstances.  (b) The court, in an order issued pursuant to this section, shall provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held pursuant to the articles, bylaws, and this chapter, whether or not the method results in actual notice to all such persons or conforms to the notice requirements that would otherwise apply. In a proceeding under this section, the court may determine who the members or directors are.  (c) The order issued pursuant to this section may dispense with any requirement relating to the holding of or voting at meetings or obtaining votes, including any requirement as to quorums or as to the number or percentage of votes needed for approval, that would otherwise be imposed by the articles, bylaws, or this chapter.  (d) Whenever practical, any order issued pursuant to this section shall limit the subject matter of meetings or other forms of consent authorized to items, including amendments to the articles or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without further resort to this section; provided an order under this section may also authorize the obtaining of whatever votes and approvals are necessary for the dissolution, merger, or sale of assets.  (e) Any meeting or other method of obtaining the vote of members, delegates, or directors conducted pursuant to an order issued under this section, and that complies with all the provisions of such order, is for all purposes a valid meeting or vote, as the case may be, and shall have the same force and effect as if it complied with every requirement imposed by the articles, bylaws, and this chapter. [L 2001, c 105, pt of §1; am L 2011, c 37, §5]
HI Rev Stat § 414D-18 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-18 Miscellaneous charges.

  §414D-18 Miscellaneous charges. The department director shall charge and collect:  (1) For furnishing a certified copy of any document, instrument, or paper relating to a corporation, $10; 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 action causing the service to be made if that party prevails in the action. [L 2002, c 130, §4; am L 2004, c 116, §5]
HI Rev Stat § 414D-19 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-19 Shares of stock and dividends prohibited; compensation; distribution.

  §414D-19 Shares of stock and dividends prohibited; compensation; distribution. A corporation under this chapter shall not authorize or issue shares of stock except for limited-equity housing cooperatives. No dividend shall be paid and no part of the income or profit of a corporation shall be distributed to its members, directors, or officers. A corporation may pay compensation in a reasonable amount to its members, directors, or officers for services rendered, may confer benefits upon its members in conformity with its purposes, and upon dissolution or final liquidation may make distributions to its members as permitted by this chapter; provided that no such payment, benefit, or distribution shall be deemed to be a dividend or a distribution of income or profit. [L 2003, c 124, §1]
HI Rev Stat § 414D-20 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-20 Notice to the attorney general of commencement of proceeding.

  §414D-20 Notice to the attorney general of commencement of proceeding. (a) The attorney general shall be given written notice of the commencement of any proceeding that this chapter authorizes the attorney general to bring but that has been commenced by another person within ten days of its commencement.  (b) Whenever any provision of this chapter requires that notice be given to the attorney general before or after the commencement of a proceeding or permits the attorney general to commence a proceeding:  (1) If no proceeding has been commenced, the attorney general may take appropriate action, including but not limited to seeking injunctive relief; or  (2) If a proceeding has been commenced by a person other than the attorney general, the attorney general, as of right, may intervene in such proceeding. [L 2004, c 171, §1]
HI Rev Stat § 414D-31 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-31 Incorporators.

  §414D-31 Incorporators. One or more individuals may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the department director for filing. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-32 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-32 Articles of incorporation.

  §414D-32 Articles of incorporation. (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]
HI Rev Stat § 414D-33 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-33 Incorporation.

 §414D-33 Incorporation. (a) A corporation's existence begins when the articles of incorporation are filed with the department director.  (b) The department director's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the State to cancel or revoke the incorporation or involuntarily dissolve the corporation. [L 2001, c 105, pt of §1; am L 2003, c 124, §25]
HI Rev Stat § 414D-34 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-34 Liability for preincorporation transactions.

  §414D-34 Liability for preincorporation transactions. All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-35 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-35 Organization of corporation.

  §414D-35 Organization of corporation. (a) After incorporation:  (1) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;  (2) If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators to elect:  (A) Directors and complete the organization of the corporation; or  (B) A board of directors who shall complete the organization of the corporation.  (b) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.  (c) An organizational meeting may be held in or out of the State in accordance with section 414D-143. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-36 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-36 Bylaws.

  §414D-36 Bylaws. (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]
HI Rev Stat § 414D-37 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-37 Emergency bylaws and powers.

  §414D-37 Emergency bylaws and powers. (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]
HI Rev Stat § 414D-51 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-51 Purposes.

  §414D-51 Purposes. (a) Every corporation incorporated under this chapter has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of incorporation.  (b) A corporation engaging in an activity that is subject to regulation under another statute of this State may incorporate under this chapter only if incorporation under this chapter is not prohibited by the other statute. The corporation shall be subject to all limitations of the other statute. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-52 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-52 General powers.

  §414D-52 General powers. Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs including, without limitation, the power:  (1) To sue and be sued, complain, and defend in its corporate name;  (2) To have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing or in any other manner reproducing it;  (3) To make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of the State, for regulating and managing the affairs of the corporation;  (4) To purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;  (5) To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;  (6) To purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with, shares or other interests in, or obligations of any entity;  (7) To make contracts and guaranties, incur liabilities, borrow money, issue notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;  (8) To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment, except as limited by section 414D-151;  (9) To be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;  (10) To conduct its activities, locate offices, and exercise the powers granted by this chapter within or without this State;  (11) To elect or appoint directors, officers, employees, and agents of the corporation, define their duties, and fix their compensation;  (12) To pay pensions and establish pension plans, pension trusts, and other benefit and incentive plans for any or all of its current or former directors, officers, employees, and agents;  (13) To make donations not inconsistent with law for the public welfare or for charitable, religious, scientific, or educational purposes, and for other purposes that further the corporate interest;  (14) To impose dues, assessments, admission, and transfer fees upon its members;  (15) To establish conditions for admission of members, admit members, and issue memberships;  (16) To carry on a business;  (17) To do all things necessary or convenient, not inconsistent with law, to further the activities and affairs of the corporation. [L 2001, c 105, pt of §1] Case Notes  Cited: 655 F. Supp. 2d 1139 (2009).
HI Rev Stat § 414D-53 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-53 Emergency powers.

  §414D-53 Emergency powers. (a) In anticipation of or during an emergency defined in subsection (d), the board of directors of a corporation may:  (1) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and  (2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.  (b) During an emergency defined in subsection (d), unless emergency bylaws provide otherwise:  (1) Notice of a meeting of the board of directors need be given only to those directors it is practicable to reach and may be given in any practicable manner, including by publication and radio; and  (2) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.  (c) Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation:  (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]
HI Rev Stat § 414D-54 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-54 Ultra vires.

  §414D-54 Ultra vires. (a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.  (b) A corporation's power to act may be challenged in a proceeding against the corporation to enjoin an act where a third party has not acquired rights. The proceeding may be brought by the attorney general, a director, or by a member or members in a derivative proceeding.  (c) A corporation's power to act may be challenged in a proceeding against an incumbent or former director, officer, employee, or agent of the corporation. The proceeding may be brought by a director, the corporation, directly, derivatively, or through a receiver, a trustee, or other legal representative, or in the case of a public benefit corporation, by the attorney general. [L 2001, c 105, pt of §1; am L 2004, c 171, §5]
HI Rev Stat § 414D-61 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-61 Corporate name.

 §414D-61 Corporate name. (a) A corporate name shall not contain language stating or implying that the corporation is organized for a purpose other than that permitted by section 414D-51 and its articles of incorporation.  (b) Except as authorized by subsections (c) and (d), a corporate name shall not be the same as or substantially identical to:  (1) The name of any entity registered or authorized to transact business under the laws of this State;  (2) A corporate name reserved or registered under section 414D-62 or 414-51, the exclusive right to which is reserved at the time in this State;  (3) The fictitious name of a foreign business or nonprofit corporation authorized to transact business in this State because its real name is unavailable; or  (4) Any trade name, trademark, or service mark registered in this State.  (c) A corporation may apply to the department director for authorization to use a name that, based upon the department director's records, is substantially identical to one or more of the names described in subsection (b). The department director shall authorize the use of the name applied for if:  (1) The other entity or holder of a reserved or registered name consents in writing to the use and registration of the name, and one or more words are added by the applicant to make the name distinguishable from the name on record; 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 corporation may use 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 do business in this State and the proposed user 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) This chapter shall not control the use of fictitious names. [L 2001, c 105, pt of §1; am L 2003, c 124, §26; am L 2012, c 58, §4]
HI Rev Stat § 414D-62 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-62 Reserved name.

  §414D-62 Reserved name. (a) A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the department director for filing. Upon finding that the corporate name applied for is available, the department director shall reserve the name for the applicant's exclusive use for a one hundred twenty-day period.  (b) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the department director a signed notice of the transfer that states the name and address of the transferee. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-63 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-63 REPEALED.

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