reglab/housing_qa huggingface dataset:
HI Rev Stat § 414D-138 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-138 Removal of directors elected by members or directors.

 §414D-138 Removal of directors elected by members or directors. (a) The members may remove one or more directors elected by them without cause unless otherwise provided in the articles or bylaws.  (b) If a director is elected by a class, chapter, or other organizational unit, or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit, or grouping.  (c) Except as provided in subsection (i), a director may be removed under subsection (a) or (b) only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.  (d) If cumulative voting is authorized, a director may not be removed if the number of votes, or if the director was elected by a class, chapter, unit, or grouping of members, the number of votes of that class, chapter, unit, or grouping, sufficient to elect the director under cumulative voting is voted against the director's removal.  (e) A director elected by members may be removed by the members 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.  (f) In computing whether a director is protected from removal under subsections (b) to (d), it should be assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election.  (g) An entire board of directors may be removed under subsections (a) to (e).  (h) A director elected by the board may be removed without cause by the vote of two-thirds of the directors then in office or such greater number as is set forth in the articles or bylaws; provided that a director elected by the board to fill the vacancy of a director elected by the members may be removed without cause by the members, but not the board.  (i) If, at the beginning of a director's term on the board, the articles or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-139 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-139 Removal of designated or appointed directors.

 §414D-139 Removal of designated or appointed directors. (a) A designated director may be removed by an amendment to the articles or bylaws deleting or changing the designation.  (b) Except as otherwise provided in the articles or bylaws, an appointed director may be removed without cause by the person appointing the director.  (c) The person removing the director shall do so by giving written notice of the removal to the director, and either the presiding officer of the board or the corporation's president or secretary.  (d) A removal is effective when the notice is effective unless the notice specifies a future effective date. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-140 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-140 Removal of directors by judicial proceeding.

  §414D-140 Removal of directors by judicial proceeding. (a) The circuit court of the county where a corporation's principal office is located may remove any director of the corporation from office in a proceeding commenced either by the corporation or its members holding at least ten per cent of the voting power of any class, or the attorney general in the case of a public benefit corporation, if the court finds that with respect to the corporation, the director's removal is in the best interest of the corporation due to:  (1) The director's fraudulent or dishonest conduct;  (2) The director's gross abuse of authority or discretion; or  (3) A final judgment finding that the director has violated a duty set forth in sections 414D-149 and 414D-152, and that removal is in the best interest of the corporation.  (b) The court that removes a director may bar the director from serving on the board for a period prescribed by the court.  (c) If members or the attorney general commence a proceeding under subsection (a), the corporation shall be made a party defendant.   (d) If a public benefit corporation or its members commence a proceeding under subsection (a), within ten days of its commencement, they shall give the attorney general written notice of the proceeding. [L 2001, c 105, pt of §1; am L 2004, c 171, §7]
HI Rev Stat § 414D-141 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-141 Vacancy on board.

 §414D-141 Vacancy on board. (a) Unless the articles or bylaws provide otherwise, and except as provided in subsections (b) and (c), if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:  (1) The members, if any, may fill the vacancy; if the vacant office was held by a director elected by a class, chapter, or other organizational unit or by region or other geographic grouping, only members of the class, chapter, unit, or grouping are entitled to vote to fill the vacancy if it is filled by the members;  (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) Unless the articles or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.  (c) If a vacant office was held by a designated director, the vacancy shall be filled as provided in the articles or bylaws. In the absence of an applicable article or bylaw provision, the vacancy may not be filled by the board.  (d) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 414D-137(b) or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-142 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-142 Compensation of directors.

 §414D-142 Compensation of directors. Unless the articles or bylaws provide otherwise, a board of directors may fix the compensation of directors. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-143 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-143 Regular and special meetings.

 §414D-143 Regular and special meetings. (a) If the time and place of a directors' meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings.  (b) A board of directors may hold regular or special meetings in or out of this State.  (c) Unless the articles or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-144 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-144 Action without meeting.

  §414D-144 Action without meeting. (a) Unless the articles 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 must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records reflecting the action taken.  (b) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.  (c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.  (d) For purposes of this section, "written consent" includes a consent executed by an electronic or digital signature; provided that the corporation employs reasonable measures to authenticate the electronic or digital signature. Reasonable measures include commercially available security measures used by board meeting portal systems. [L 2001, c 105, pt of §1; am L 2019, c 65, §4]
HI Rev Stat § 414D-145 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-145 Call and notice of meetings.

 §414D-145 Call and notice of meetings. (a) Unless the articles, bylaws, or subsection (c) provides otherwise, regular meetings of the board may be held without notice.  (b) Unless the articles, bylaws, or subsection (c) provides otherwise, special meetings of the board shall be preceded by at least two days' notice to each director of the date, time, and place, but not the purpose, of the meeting.  (c) In corporations without members, any board action to remove a director or to approve a matter that would require approval by the members if the corporation had members, shall not be valid unless each director is given at least seven days' notice that the matter will be voted upon at a directors' meeting or unless notice is waived pursuant to section 414D-146.  (d) Unless the articles or bylaws provide otherwise, the presiding officer of the board, the president, or twenty per cent of the directors then in office may call and give notice of a meeting of the board. [L 2001, c 105, pt of §1; am L 2011, c 37, §11]
HI Rev Stat § 414D-146 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-146 Waiver of notice of meeting.

 §414D-146 Waiver of notice of meeting. (a) A director may at any time waive any notice required by this chapter, the articles, or the bylaws. Except as provided in subsection (b), the waiver shall be in writing, signed by the director entitled to the notice, and filed with the minutes or the corporate records.  (b) A director's attendance at or participation in a meeting waives any required notice of the meeting unless the director at the beginning of the meeting or prior to the vote on a matter not noticed in conformity with this chapter, the articles, or the bylaws, objects to lack of notice and does not thereafter vote for or assent to the objected to action. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-147 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-147 Quorum and voting.

 §414D-147 Quorum and voting. (a) Except as otherwise provided in this chapter, the articles, or the bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the articles or bylaws authorize a quorum of fewer than the greater of one-third of the number of directors in office or two directors.  (b) 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 unless this chapter, the articles, or the bylaws require the vote of a greater number of directors. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-148 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-148 Committees of the board.

 §414D-148 Committees of the board. (a) Unless prohibited or limited by the articles or bylaws, a board of directors may create one or more committees of the board and appoint members of the board to serve on them. Each committee shall have two or more directors, who serve at the pleasure of the board.  (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 or bylaws to take action under section 414D-147.  (c) Sections 414D-143 to 414D-147, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board, shall apply to committees of the board and their members as well.  (d) To the extent specified by the board of directors or in the articles or bylaws, each committee of the board may exercise the board's authority under section 414D-131.  (e) A committee of the board may not, however:  (1) Authorize distributions;  (2) Approve or recommend to members dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation's assets;  (3) Elect, appoint, or remove directors or fill vacancies on the board or on any of its committees; or  (4) Adopt, amend, or repeal the articles or bylaws.  (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 414D-149. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-149 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-149 General standards for directors.

 §414D-149 General standards for directors. (a) A director shall discharge the director's duties as a director, including the director's duties as a member of a committee:  (1) In good faith;  (2) In a manner that is consistent with the director's duty of loyalty to the corporation;  (3) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and  (4) In a manner the director reasonably believes to be in the best interests of the corporation.  (b) In discharging the director's duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:  (1) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;  (2) Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or  (3) A committee of the board of which the director is not a member, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence.  (c) A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.  (d) A director is not liable to the corporation, any member, or any other person for any action taken or not taken as a director, if the director acted in compliance with this section.  (e) A director shall not be deemed to be a trustee with respect to the corporation or with respect to any property held or administered by the corporation, including without limit, property that may be subject to restrictions imposed by the donor or transferor of the property.  (f) Any person who serves as a director to the corporation without remuneration or expectation of remuneration shall not be liable for damage, injury, or loss caused by or resulting from the person's performance of, or failure to perform duties of, the position to which the person was elected or appointed, unless the person was grossly negligent in the performance of, or failure to perform, such duties. For purposes of this section, remuneration does not include payment of reasonable expenses and indemnification or insurance for actions as a director as allowed by sections 414D-159 to 414D-167. [L 2001, c 105, pt of §1; am L 2002, c 130, §52; am L 2017, c 87, §2] Case Notes  While plaintiff, a consultant, claimed that defendant, chairman of the board of the Hawaii Health Connector, in light of the exchange's insolvency, had a fiduciary duty to plaintiff, the court found that plaintiff's breach of fiduciary duty claim should be dismissed. The complaint did not allege that any of the defendants were remunerated for their services or that they were grossly negligent in carrying out their duties. 236 F. Supp. 3d 1267 (2017).
HI Rev Stat § 414D-151 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-151 Loans to or guaranties for directors and officers.

 §414D-151 Loans to or guaranties for directors and officers. (a) A corporation may not lend money to or guaranty the obligation of a director or officer of the corporation.  (b) The fact that a loan or guaranty is made in violation of this section shall not affect the borrower's liability on the loan. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-152 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-152 Liability for unlawful distributions.

 §414D-152 Liability for unlawful distributions. (a) Unless a director complies with the applicable standards of conduct described in section 414D-149, a director who votes for or assents to a distribution made in violation of this chapter shall be personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this chapter.  (b) A director held liable for an unlawful distribution under subsection (a) is entitled to contribution from:  (1) Every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in section 414D-149; and  (2) Each person who received an unlawful distribution for the amount of the distribution whether or not the person receiving the distribution knew it was made in violation of this chapter. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-153 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-153 Required officers.

  §414D-153 Required officers. (a) A corporation shall have the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.  (b) The bylaws or the board shall delegate responsibility to one of the officers to prepare minutes of the directors' and members' meetings and to authenticate records of the corporation.  (c) The same individual may simultaneously hold more than one office in a corporation.  (d) Officers of the corporation shall be elected or appointed at such time and in such manner and for such terms as may be prescribed in the articles of incorporation or the bylaws. In the absence of any such provision, all officers shall be elected or appointed for a term not to exceed one year by the board of directors. [L 2001, c 105, pt of §1; am L 2002, c 130, §53]
HI Rev Stat § 414D-154 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-154 Duties and authority of officers.

 §414D-154 Duties and authority of officers. Each officer has the authority and shall perform the duties set forth in the bylaws, or to the extent consistent with the bylaws, the duties and authority prescribed in a resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-155 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-155 Standards of conduct for officers.

 §414D-155 Standards of conduct for officers. (a) An officer with discretionary authority shall discharge the officer's duties under that authority:  (1) In good faith;  (2) In a manner that is consistent with the officer's duty of loyalty to the corporation;  (3) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and  (4) In a manner the officer reasonably believes to be in the best interests of the corporation and its members, if any.  (b) In discharging an officer's duties, an officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:  (1) One or more officers or employees of the corporation who the officer reasonably believes to be reliable and competent in the matters presented; or  (2) Legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.  (c) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.  (d) An officer is not liable to the corporation, any member, or other person for any action taken or not taken as an officer, if the officer acted in compliance with this section.  (e) Any person who serves as an officer to the corporation without remuneration or expectation of remuneration shall not be liable for damage, injury, or loss caused by or resulting from the person's performance of or failure to perform duties of the position to which the person was appointed, unless the person was grossly negligent in the performance of or failure to perform the duties. For purposes of this section, remuneration does not include payment of reasonable expenses and indemnification or insurance for actions as an officer as allowed by sections 414D-159 to 414D-167. [L 2001, c 105, pt of §1; am L 2002, c 130, §54; am L 2017, c 87, §3; am L 2019, c 65, §5]
HI Rev Stat § 414D-156 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-156 Resignation and removal of officers.

 §414D-156 Resignation and removal of officers. (a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is effective unless the notice specifies a future effective date. If a resignation is made effective at a future date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.  (b) Except as otherwise provided in the articles of incorporation or bylaws, a board may remove any officer at any time with or without cause. [L 2001, c 105, pt of §1; am L 2002, c 130, §55]
HI Rev Stat § 414D-157 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-157 Contract rights of officers.

 §414D-157 Contract rights of officers. (a) The appointment of an officer shall not itself create contract rights.  (b) An officer's removal shall not affect the officer's contract rights, if any, with the corporation. An officer's resignation shall not affect the corporation's contract rights, if any, with the officer. [L 2001, c 105, pt of §1]