reglab/housing_qa huggingface dataset:
HI Rev Stat § 414D-103 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-103 Court-ordered meetings.

  §414D-103 Court-ordered meetings. (a) The court of the county where a corporation's principal office (or, if none in this State, in the city and county of Honolulu) is located may summarily order a meeting to be held:  (1) On application of any member or other person entitled to participate in an annual or regular meeting, if an annual meeting was not held within the earlier of six months after the end of the corporation's fiscal year or fifteen months after its last annual meeting;  (2) On application of any member or other person entitled to participate in a regular meeting, if a regular meeting is not held within forty days after the date it was required to be held; or  (3) On application of a member or members entitled to call a special meeting, who signed a demand for a special meeting valid under section 414D-102.  (b) The court may fix the time and place of the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the votes represented at the meeting constitute a quorum for action on those matters), and enter other orders necessary to accomplish the purpose or purposes of the meeting.  (c) The court may order the corporation to pay the member's costs (including reasonable counsel fees) incurred to obtain the order in the event of a court-ordered meeting. [L 2001, c 105, pt of §1; am L 2009, c 55, §19]
HI Rev Stat § 414D-104 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-104 Action by written consent.

  §414D-104 Action by written consent. (a) Unless limited or prohibited by the articles or bylaws, action required or permitted by this chapter to be approved by the members at a meeting may be approved without a meeting of members if the action is approved by members holding at least eighty per cent of the voting power. The action must be evidenced by one or more written consents describing the action taken, signed by those members representing at least eighty per cent of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.  (b) If not otherwise determined under section 414D-103 or 414D-107, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (a).  (c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the director.  (d) Written notice of member approval pursuant to this section shall be given to all members who have not signed the written consent. If written notice is required, member approval pursuant to this section shall be effective ten days after the written notice is given. [L 2001, c 105, pt of §1; am L 2002, c 130, §45]
HI Rev Stat § 414D-104.5 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-104.5 Action by ballot.

  §414D-104.5 Action by ballot. (a) Except as otherwise restricted by the articles of incorporation or bylaws of a corporation, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation delivers a ballot to every member entitled to vote on the matter. The corporation may deliver ballots by electronic transmission.  (b) A ballot shall:  (1) Be either in written form or in the form of an electronic transmission;  (2) Set forth each proposed action;  (3) Provide an opportunity to vote for or withhold a vote for each candidate for election as a director or officer; and  (4) Provide an opportunity to vote for or against each proposed action.  (c) Approval by ballot pursuant to this section shall be valid only if:  (1) The number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting to authorize the action; and  (2) The number of affirmative votes equals or exceeds the number of affirmative votes for approval that would be required to approve the action at a meeting.  (d) All solicitations for votes by ballot shall:  (1) Indicate the number of responses needed to meet the quorum requirements;  (2) State the percentage of approvals necessary to approve each action; and  (3) Specify the time by which a ballot shall be received by the corporation in order to be counted.  (e) Except as otherwise provided in the articles of incorporation or bylaws of the corporation, a ballot shall not be revoked. [L 2011, c 37, §2; am L 2012, c 58, §8]
HI Rev Stat § 414D-105 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-105 Notice of meeting.

  §414D-105 Notice of meeting. (a) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner.  (b) Any notice that conforms to the requirements of subsection (c) is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered; provided that notice of matters referred to in subsection (c)(2) shall be given as provided in subsection (c).  (c) Notice shall be fair and reasonable if:  (1) The corporation notifies its members of the place, date, and time of each annual, regular, and special meeting of members no fewer than ten or more than sixty days before the meeting date;  (2) Notice of an annual or regular meeting includes a description of any matter or matters that must be approved by the members under sections 414D-150, 414D-164, 414D-182, 414D-202, 414D-222, 414D-241, and 414D-242; and  (3) Notice of a special meeting includes a description of the matter or matters for which the meeting is called.  (d) Unless the bylaws require otherwise, if an annual, regular, or special meeting of members is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place, if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 414D-107, however, notice of the adjourned meeting shall be given under this section to the members of record as of the new record date. [L 2001, c 105, pt of §1; am L 2002, c 130, §46]
HI Rev Stat § 414D-106 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-106 Waiver of notice.

  §414D-106 Waiver of notice. (a) A member may waive any notice required by this chapter, the articles, or the bylaws before or after the date and time stated in the notice. The waiver shall be in writing, be signed by the member entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.  (b) A member's attendance at a meeting:  (1) Waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and  (2) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-107 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-107 Record date; determining members entitled to notice and vote.

  §414D-107 Record date; determining members entitled to notice and vote. (a) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members at the close of business on the business day preceding the day on which notice is given, or if notice is waived, at the close of business on the business day preceding the day on which the meeting is held, are entitled to notice of the meeting.  (b) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to vote at a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting.  (c) The bylaws may fix or provide the manner for determining a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. If the bylaws do not fix or provide for fixing such a record date, the board may fix in advance such a record date. If no such record date is fixed, members at the close of business on the day on which the board adopts the resolution relating thereto, or the sixtieth day prior to the date of such other action, whichever is later, are entitled to exercise such rights.  (d) A record date fixed under this section may not be more than seventy days before the meeting or action requiring a determination of members occurs.  (e) A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board fixes a new date for determining the right to notice or the right to vote, which it must do if the meeting is adjourned to a date more than seventy days after the record date for determining members entitled to notice of the original meeting.  (f) If a court orders a meeting adjourned to a date more than one hundred twenty days after the date fixed for the original meeting, it may provide that the original record date for notice or voting continues in effect or it may fix a new record date for notice or voting. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-108 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-108 REPEALED.

  §414D-108 REPEALED. L 2002, c 130, §114.
HI Rev Stat § 414D-110 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-110 Voting entitlement generally.

  §414D-110 Voting entitlement generally. (a) The right of the members, or any class or classes of members, to vote may be limited, enlarged, or denied to the extent specified in the articles of incorporation. Unless so limited, enlarged, or denied, each member, regardless of class, shall be entitled to one vote on each matter submitted to a vote of members.  (b) Unless the articles or bylaws provide otherwise, if a membership stands of record in the names of two or more persons, their acts with respect to voting shall have the following effect:  (1) If only one votes, the act binds all; and  (2) If more than one votes, the vote shall be divided on a pro rata basis. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-111 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-111 Quorum requirements.

  §414D-111 Quorum requirements. (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]
HI Rev Stat § 414D-112 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-112 Voting requirements.

 §414D-112 Voting requirements. (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]
HI Rev Stat § 414D-114 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-114 Cumulative voting for directors.

  §414D-114 Cumulative voting for directors. (a) If the articles or bylaws provide for cumulative voting by members, members may so vote, by multiplying the number of votes the members are entitled to cast by the number of directors for whom they are entitled to vote, and cast the product for a single candidate or distribute the product among two or more candidates.  (b) Unless otherwise provided in the articles or bylaws, cumulative voting shall not be permitted. If authorized in the articles or bylaws, cumulative voting may be permitted; provided that:  (1) The meeting notice or statement accompanying the notice states that cumulative voting shall take place;  (2) A member gives notice of the member's intent to cumulatively vote not less than forty-eight hours before the meeting or such longer period as may be required by the articles or bylaws; and  (3) If one member gives notice of intent to cumulatively vote, all other members participating in the election may cumulate their votes without giving further notice.  (c) A director elected by cumulative voting may be removed by the members without cause if the requirements of section 414D-138 are met unless the votes cast against removal or not consenting in writing to the removal would be sufficient to elect the director if voted cumulatively at an election at which the same total number of votes were cast and the entire number of directors authorized at the time of the director's most recent election were then being elected; provided that if the action is taken by ballot, all members entitled to vote had voted.  (d) Members may not cumulatively vote if the directors and members are identical. [L 2001, c 105, pt of §1; am L 2002, c 130, §50; am L 2011, c 37, §8]
HI Rev Stat § 414D-115 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-115 Other methods of electing directors.

  §414D-115 Other methods of electing directors. A corporation may provide in its articles or bylaws for the election of directors by members or delegates:  (1) On the basis of chapter or other organizational unit;  (2) By region or other geographic unit;  (3) By preferential voting; or  (4) By any other reasonable method. [L 2001, c 105, pt of §1; am L 2002, c 130, §51; am L 2003, c 87, §1; am L 2011, c 37, §9]
HI Rev Stat § 414D-116 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-116 Corporation's acceptance of votes.

  §414D-116 Corporation's acceptance of votes. (a) If the name signed on a vote, ballot, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation, acting in good faith, is entitled to accept the vote, ballot, consent, waiver, or proxy appointment and to give it effect as the act of the member.  (b) If the name signed on a vote, ballot, consent, waiver, or proxy appointment does not correspond to the record name of a member, the corporation if acting in good faith is nevertheless entitled to accept the vote, ballot, consent, waiver, or proxy appointment and give it effect as the act of the member if:  (1) The member 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 attorney-in-fact of the member and if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, ballot, consent, waiver, or proxy appointment;  (3) Two or more persons hold the membership as co-tenants or fiduciaries, the name signed purports to be the name of at least one of the co-holders, and the person signing appears to be acting on behalf of all the co-holders;  (4) The name signed purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, ballot, consent, waiver, or proxy appointment; and  (5) The name signed purports to be that of a receiver or trustee in bankruptcy of the member, and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, ballot, consent, waiver, or proxy appointment.  (c) The corporation is entitled to reject a vote, ballot, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or the signatory's authority to sign for the member.  (d) The corporation and its officer or agent who accepts or rejects a vote, ballot, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to a member for the consequences of the acceptance or rejection.  (e) Corporate action based on the acceptance or rejection of a vote, ballot, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.  (f) A ballot may be signed by means of an electronic signature in accordance with chapter 489E. [L 2001, c 105, pt of §1; am L 2011, c 37, §10]
HI Rev Stat § 414D-117 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-117 Voting agreements.

 §414D-117 Voting agreements. (a) Two or more members may provide for the manner in which they will vote by signing an agreement for that purpose. The agreements may be valid for a period of up to ten years.  (b) A voting agreement created under this section is specifically enforceable. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-131 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-131 Requirement for and duties of the board.

  §414D-131 Requirement for and duties of the board. (a) Each corporation shall have a board of directors.  (b) Except as provided in this chapter or subsection (c), all corporate powers shall be exercised by or under the authority of its board including the management of the corporation's affairs.  (c) The articles may authorize a person or persons to exercise some or all of the powers which would otherwise be exercised by a board. To the extent so authorized, any such person or persons shall have the duties and responsibilities of the directors, and the directors shall be relieved to that extent from such duties and responsibilities. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-132 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-132 Qualifications of directors.

 §414D-132 Qualifications of directors. 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. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-133 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-133 Number of directors.

 §414D-133 Number of directors. (a) A board of directors shall consist of three or more individuals, with the number specified in or fixed in accordance with the articles or bylaws.  (b) The number of directors may be increased or decreased (but to no fewer than three) from time to time by amendment to or in the manner prescribed in the articles or bylaws. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-134 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-134 Election, designation, and appointment of directors.

  §414D-134 Election, designation, and appointment of directors. (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]
HI Rev Stat § 414D-135 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-135 Terms of directors generally.

  §414D-135 Terms of directors generally. (a) The articles or bylaws shall specify the terms of directors. Except for designated or appointed directors, the terms of directors may not exceed five years. In the absence of any term specified in the articles or bylaws, the term of each director shall be one year. Directors may be elected for successive terms.  (b) A decrease in the number of directors or term of office does not shorten an incumbent director's term.  (c) Except as provided in the articles or bylaws:  (1) The term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and  (2) The term of a director filling any other vacancy expires at the end of the unexpired term that the director is filling.  (d) Despite the expiration of a director's term, the director continues to serve until the director's successor is elected, designated, or appointed and qualifies, or until there is a decrease in the number of directors. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-136 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-136 Staggered terms for directors.

 §414D-136 Staggered terms for directors. The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the several groups need not be uniform. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-137 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-137 Resignation of directors.

 §414D-137 Resignation of directors. (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]