reglab/housing_qa huggingface dataset:
HI Rev Stat § 414-122 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-122 Special meeting.

  §414-122 Special meeting. (a) A corporation shall hold a special meeting of shareholders:  (1) On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; or  (2) If the holders of at least ten per cent of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held.  (b) If not otherwise fixed under section 414-123 or 414-127, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.  (c) Special shareholders' meetings may be held in or out of this State at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office. Notwithstanding the foregoing, the bylaws may authorize the board of directors, in its sole discretion, to determine that the special meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized by section 414-121(c).  (d) Only business within the purpose or purposes described in the meeting notice required by section 414-125(c) may be conducted at a special shareholders' meeting. [L 2000, c 244, pt of §1; am L 2002, c 130, §15]
HI Rev Stat § 414-123 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-123 Court-ordered meeting.

  §414-123 Court-ordered meeting. (a) The circuit court may summarily order a meeting to be held:  (1) On application of any shareholder of the corporation entitled to participate in an annual 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; or  (2) On application of a shareholder who signed a demand for a special meeting valid under section 414-122, if:  (A) Notice of the special meeting was not given within thirty days after the date the demand was delivered to the corporation's secretary; or  (B) The special meeting was not held in accordance with the notice.  (b) The court may fix the time and place of the meeting or determine that the meeting shall be held solely by means of remote communication as authorized by section 414-121(c), determine the shares entitled to participate in the meeting, specify a record date for determining shareholders 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. [L 2000, c 244, pt of §1; am L 2002, c 130, §16]
HI Rev Stat § 414-125 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-125 Notice of meeting.

  §414-125 Notice of meeting. (a) A corporation shall notify shareholders of the date, time, and place, if any, of each annual and special shareholders' meeting no fewer than ten nor more than sixty days before the meeting date. If means of remote communication are authorized for use in a meeting, regardless of whether the meeting is held at a designated place or solely by means of remote communication, the notice shall also inform shareholders of the means of remote communication by which shareholders may be deemed to be present in person and allowed to vote. Unless this chapter or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.  (b) Unless this chapter or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.  (c) Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called.  (d) If not otherwise fixed under section 414-123 or 414-127, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the day before the first notice is delivered to shareholders.  (e) Unless the bylaws require otherwise, if an annual or special shareholders' meeting 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. In addition, if the annual or special shareholders' meeting was held solely by means of remote communication, and the adjourned meeting will be held by a means of remote communication by which shareholders may be deemed to be present in person and vote, notice need not be given of the new means of remote communication if the new means of remote communication is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 414-127, however, notice of the adjourned meeting shall be given under this section to shareholders who are entitled to notice of the new record date. [L 2000, c 244, pt of §1; am L 2001, c 129, §20; am L 2002, c 130, §18; am L 2004, c 121, §5]
HI Rev Stat § 414-126 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-126 Waiver of notice.

  §414-126 Waiver of notice. (a) A shareholder 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. The waiver shall be in writing and be signed by the shareholder entitled to the notice or shall be by electronic transmission by the shareholder entitled to notice, and delivered to the corporation for inclusion in the minutes or filing with the corporate records; provided that the electronic transmission sets forth, or is delivered with information from which the corporation may determine that the electronic transmission was transmitted by the shareholder.  (b) A shareholder's attendance at a meeting:  (1) Waives objection to lack of notice or defective notice of the meeting, unless the shareholder 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 shareholder objects to considering the matter when it is presented. [L 2000, c 244, pt of §1; am L 2002, c 130, §19]
HI Rev Stat § 414-127 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-127 Record date.

  §414-127 Record date. (a) The bylaws may fix or provide the manner of fixing the record date for one or more voting groups to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date.  (b) A record date fixed under this section may not be more than seventy days before the meeting or action requiring a determination of shareholders.  (c) A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred twenty days after the date fixed for the original meeting.  (d) 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 continues in effect or it may fix a new record date. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-141 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-141 Shareholders' list for meeting.

  §414-141 Shareholders' list for meeting. (a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list shall be arranged by voting group (and within each voting group by class or series of shares) and show the address of and number of shares held by each shareholder.  (b) The shareholders' list shall be available for inspection by any shareholder, beginning two business days after notice of the meeting for which the list was prepared is given and continuing through the meeting, at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held, or on a reasonably accessible electronic network; provided that the information required to gain access to the shareholders' list is provided with the notice of the meeting. A shareholder, the shareholder's agent, or the shareholder's attorney, shall be entitled on written demand to inspect and to copy the list, during regular business hours and at the shareholder's expense, during the period it is available for inspection. If the corporation determines that the list will be made available on an electronic network, the corporation shall take reasonable steps to ensure that such information is available only to shareholders of the corporation.  (c) The corporation shall make the shareholders' list available at the meeting, and any shareholder, the shareholder's agent, or shareholder's attorney, is entitled to inspect the list at any time during the meeting or any adjournment.  (d) If the corporation refuses to allow a shareholder, the shareholder's agent, or the shareholder's attorney, to inspect the shareholders' list before or at the meeting (or copy the list as permitted by subsection (b)), the circuit court, on application of the shareholder, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.  (e) Refusal or failure to prepare or make available the shareholders' list does not affect the validity of action taken at the meeting. [L 2000, c 244, pt of §1; am L 2001, c 129, §21; am L 2002, c 130, §20]
HI Rev Stat § 414-142 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-142 Voting entitlement of shares.

  §414-142 Voting entitlement of shares. (a) Except as provided in subsections (b) and (d) or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholders' meeting. Only shares are entitled to vote.  (b) Absent special circumstances, the shares of a corporation are not entitled to vote if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation.  (c) Subsection (b) does not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.  (d) Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-144 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-144 Shares held by nominees.

  §414-144 Shares held by nominees. (a) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure.  (b) The procedure may set forth:  (1) The types of nominees to which it applies;  (2) The rights or privileges that the corporation recognizes in a beneficial owner;  (3) The manner in which the procedure is selected by the nominee;  (4) The information that must be provided when the procedure is selected;  (5) The period for which selection of the procedure is effective; and  (6) Other aspects of the rights and duties created. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-145 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-145 Corporation's acceptance of votes, etc.

  §414-145 Corporation's acceptance of votes, etc. (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]
HI Rev Stat § 414-146 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-146 Quorum and voting requirements for voting groups.

  §414-146 Quorum and voting requirements for voting groups. (a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this chapter provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.  (b) Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.  (c) If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or this chapter require a greater number of affirmative votes.  (d) An amendment of articles of incorporation adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified in subsection (a) or (c) is governed by section 414-148.  (e) The election of directors is governed by section 414-149. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-147 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-147 Action by single and multiple voting groups.

  §414-147 Action by single and multiple voting groups. (a) If the articles of incorporation or this chapter provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in section 414-146.  (b) If the articles of incorporation or this chapter provide for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in section 414-146. Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on the matter. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-148 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-148 Greater quorum or voting requirements.

  §414-148 Greater quorum or voting requirements. (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]
HI Rev Stat § 414-149 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-149 Voting for directors; cumulative voting.

  §414-149 Voting for directors; cumulative voting. (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]
HI Rev Stat § 414-161 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-161 Voting trusts.

  §414-161 Voting trusts. (a) One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust (which may include anything consistent with its purpose) and transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all owners of beneficial interests in the trust, together with the number and class of shares each shareholder transferred to the trust, and deliver copies of the list and agreement to the corporation's principal office.  (b) A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee's name. A voting trust is valid for not more than ten years after its effective date unless extended under subsection (c).  (c) All or some of the parties to a voting trust may extend it for additional terms of not more than ten years each by signing written consent to the extension. An extension is valid for ten years from the date the first shareholder signs the extension agreement. The voting trustee must deliver copies of the extension agreement and list of beneficial owners to the corporation's principal office. An extension agreement binds only those parties signing it. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-162 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-162 Voting agreements.

  §414-162 Voting agreements. (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]
HI Rev Stat § 414-171 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-171 Definitions.

  §414-171 Definitions. As used in this subpart:  "Derivative proceeding" means a civil suit in the right of a domestic corporation or, to the extent provided in section 414-178, in the right of a foreign corporation.  "Shareholder" includes a beneficial owner whose shares are held in a voting trust or held by a nominee on the beneficial owner's behalf. [L 2000, c 244, pt of §1]