reglab/housing_qa huggingface dataset:
HI Rev Stat § 414-287 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-287 Restated or amended and restated articles of incorporation.

  §414-287 Restated or amended and restated articles of incorporation. (a) A corporation's board of directors may restate its articles of incorporation at any time with or without shareholder action.  (b) If the board of directors submits a restatement for shareholder action, the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with section 414-125. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement.  (c) A corporation restating its articles of incorporation shall deliver to the department director for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a statement that the restatement of incorporation correctly sets forth without change the corresponding provisions of the articles of incorporation as theretofore amended and that the restated articles of incorporation supersede the original articles of incorporation and any amendments thereto.  (d) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.  (e) The department director may certify restated articles of incorporation as the articles of incorporation currently in effect, without including the information required by subsection (c).  (f) A domestic corporation, at any time, may amend and restate its articles of incorporation by complying with the procedures and requirements of this part.  (g) Upon their adoption, the amended and restated articles of incorporation shall set forth:  (1) All of the operative provisions of the articles of incorporation as theretofore amended;  (2) The information required by section 414-286; and  (3) A statement that the amended and restated articles of incorporation supersede the original articles of incorporation and all amendments thereto.  (h) The amended and restated articles of incorporation shall be delivered to the department director for filing together with a statement setting forth:  (1) Whether the restatement contains an amendment to the articles requiring shareholder approval and, if it does not, that the board of directors adopted the restatement; or  (2) If the restatement contains an amendment to the articles requiring shareholder approval, the information required by section 414-286. The department director may certify the amended and restated articles of incorporation as the articles of incorporation currently in effect, without including the information required to be filed by subsection (g)(2) and (3). [L 2000, c 244, pt of §1; am L 2001, c 129, §32; am L 2002, c 130, §24]
HI Rev Stat § 414-288 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-288 Amendment pursuant to reorganization.

  §414-288 Amendment pursuant to reorganization. (a) A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute, if the articles of incorporation after amendment contain only provisions required or permitted by section 414-32.  (b) The individual or individuals designated by the court shall deliver to the department director for filing articles of amendment setting forth:  (1) The name of the corporation;  (2) The text of each amendment approved by the court;  (3) The date of the court's order or decree approving the articles of amendment;  (4) The title of the reorganization proceeding in which the order or decree was entered; and  (5) A statement that the court had jurisdiction of the proceeding under federal statute.  (c) Shareholders of a corporation undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan.  (d) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-289 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-289 Effect of amendment.

  §414-289 Effect of amendment. An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-301 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-301 Amendment by board of directors or shareholders.

  §414-301 Amendment by board of directors or shareholders. (a) A corporation's board of directors may amend or repeal the corporation's bylaws unless:  (1) The articles of incorporation or this chapter reserve this power exclusively to the shareholders in whole or part; or  (2) The shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.  (b) A corporation's shareholders may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by its board of directors. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-302 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-302 Bylaw increasing quorum or voting requirement for shareholders.

  §414-302 Bylaw increasing quorum or voting requirement for shareholders. (a) If authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is required by this chapter. The adoption or amendment of a bylaw that adds, changes, or deletes a greater quorum or voting requirement for shareholders 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 requirement then in effect or proposed to be adopted, whichever is greater.  (b) A bylaw that fixes a greater quorum or voting requirement for shareholders under subsection (a) may not be adopted, amended, or repealed by the board of directors. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-303 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-303 Bylaw increasing quorum or voting requirement for directors.

  §414-303 Bylaw increasing quorum or voting requirement for directors. (a) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed:  (1) If originally adopted by the shareholders, only by the shareholders;  (2) If originally adopted by the board of directors, either by the shareholders or by the board of directors.  (b) A bylaw adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.  (c) Action by the board of directors under subsection (a)(2) to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-310 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-310 Definitions.

  §414-310 Definitions. As used in this part:  "Association" means an association organized under chapter 421 or 421C.  "Merger" means the procedure authorized by this part in which one domestic or foreign entity combines with one or more domestic or foreign entities resulting in either one surviving entity or one new entity.  "Organizing articles" means:  (1) For an association, corporation, or nonprofit corporation, the articles of incorporation;  (2) For a general partnership or limited liability partnership, the registration statement;   (3) For a limited partnership, the certificate of limited partnership; and  (4) For a limited liability company, the articles of organization.  "Other business entity" means a nonprofit corporation, limited liability company, general partnership, limited partnership, limited liability partnership, or association. [L 2002, c 41, pt of 1; am L 2003, c 124, §5; am L 2004, c 121, §7]
HI Rev Stat § 414-311 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-311 Merger.

  §414-311 Merger. (a) Pursuant to a plan of merger adopted by the board of directors and approved by the shareholders (if required under section 414-313), a domestic or foreign corporation may merge with one or more domestic professional corporations, or with one or more corporations or other business entities formed or organized under the laws of this State, any state or territory of the United States, any foreign jurisdiction, or any combination thereof, with one of the domestic professional corporations, domestic or foreign corporations, or other business entities whether domestic or foreign, being the surviving entity, as provided in the plan; provided that the merger is permitted by the law of the state or country under whose law each foreign entity that is a party to the merger is organized.  (b) The plan of merger shall set forth:  (1) The name and jurisdiction of formation or organization of each entity that is a party to the merger;  (2) The name of the surviving entity with or into which the other entity or entities will merge;  (3) The terms and conditions of the merger;  (4) The manner and basis of converting the shares of each corporation into shares, obligations, or other securities of the surviving entity, or into cash or other property in whole or in part;  (5) The street address of the surviving entity's principal place of business or, if no street address is available, the rural post office number or post office box designated or made available by the United States Postal Service; and  (6) Amendments, if any, to the organizing articles of the surviving entity or, if no amendments are desired, a statement that the organizing articles of the surviving entity shall not be amended pursuant to the merger.  (c) A plan of merger may set forth other provisions relating to the merger.  (d) If a foreign corporation survives a merger, it shall not do business in this State until an application for a certificate of authority is filed with the department director if the foreign corporation is not already authorized to do business in the State.  (e) The surviving entity shall furnish a copy of the plan of merger, on request and without cost, to any member, shareholder, or partner of any entity that is a party to the merger. [L 2000, c 244, pt of §1; am L 2002, c 41, §6; am L 2004, c 121, §8]
HI Rev Stat § 414-311.6 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-311.6 Foreign mergers.

 §414-311.6 Foreign mergers. (a) Whenever a foreign entity authorized to transact business in this State shall be a party to a statutory merger permitted by the laws of the state or country under the laws of which it is organized, and the foreign entity shall be the surviving entity, it shall, within sixty days after the merger becomes effective, file with the department director a certificate evidencing the merger, duly authenticated by the proper officer of the state or country under the laws of which the statutory merger was effectuated. The certificate evidencing the merger shall be evidence of a change of name if the name of the surviving entity is changed thereby. If the certificate is in a foreign language, a translation under oath of the translator shall accompany the certificate.  (b) Whenever a foreign entity authorized to transact business in this State shall be a party to a statutory merger permitted by the laws of the state or country under the laws of which it is organized, and that entity shall not be the surviving entity, the surviving entity shall, within sixty days after the merger becomes effective, file with the department director a certificate evidencing the merger in the form prescribed by subsection (a). [L 2002, c 41, pt of §1; am L 2003, c 124, §6; am L 2004, c 121, §9]
HI Rev Stat § 414-312 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-312 Share exchange.

  §414-312 Share exchange. (a) A corporation may acquire all of the outstanding shares of one or more classes or series of another corporation if the board of directors of each corporation adopts and its shareholders (if required by section 414-313) approve the exchange.  (b) The plan of exchange shall set forth:  (1) The name of the corporation whose shares will be acquired and the name of the acquiring corporation;  (2) The terms and conditions of the exchange; and  (3) The manner and basis of exchanging the shares to be acquired for shares, obligations, or other securities of the acquiring corporation or any other corporation or for cash or other property in whole or in part.  (c) The plan of exchange may set forth other provisions relating to the exchange.  (d) The corporation whose shares will be acquired shall be a domestic corporation, whether or not the law of the state or country under whose law the acquiring corporation is incorporated permits a share exchange.  (e) This section does not limit the power of a corporation to acquire all or part of the shares of one or more classes or series of another corporation through a voluntary exchange or otherwise. [L 2000, c 244, pt of §1; am L 2002, c 41, §7]
HI Rev Stat § 414-314 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-314 Merger of subsidiary.

  §414-314 Merger of subsidiary. (a) A parent corporation owning at least ninety per cent of the outstanding shares of each class of a subsidiary corporation may merge the subsidiary into itself without approval of the shareholders of the parent or subsidiary.  (b) The board of directors of the parent corporation shall adopt a plan of merger that sets forth:  (1) The names of the parent and subsidiary; and  (2) The manner and basis of converting the shares of the subsidiary into shares, obligations, or other securities of the parent or any other corporation or into cash or other property in whole or in part.  (c) The parent corporation shall mail a copy of the plan of merger to each shareholder of the subsidiary corporation who does not waive the mailing requirement in writing.  (d) Articles of merger shall be delivered to the department director for filing and shall set forth:  (1) The name and jurisdiction of incorporation of the subsidiary corporation, and the name and jurisdiction of incorporation of the corporation owning at least ninety per cent of its shares, which is hereinafter designated as the surviving corporation;   (2) A statement that the plan of merger has been approved by the board of directors of the surviving corporation;  (3) The number of outstanding shares of each class of the subsidiary corporation and the number of shares of each class owned by the surviving corporation;  (4) The date a copy of the plan of merger was mailed to shareholders of the subsidiary corporation entitled to receive the plan; and  (5) A statement that includes:  (A) An agreement that the surviving entity may be served with process in this State in any action or proceeding for the enforcement of any liability or obligation of any entity previously subject to suit in this State that is to merge;  (B) An irrevocable appointment of a resident of this State as its agent to accept service of process in a proceeding under subparagraph (A), that includes the resident's street address in this State; and  (C) An agreement for the enforcement, as provided in this chapter, of the right of any dissenting member, shareholder, or partner to receive payment for their interest against the surviving entity.  (e) The parent may not deliver articles of merger to the department director for filing until at least thirty days after the date it mailed a copy of the plan of merger to each shareholder of the subsidiary corporation who did not waive the mailing requirement.  (f) Articles of merger under this section may not contain amendments to the articles of incorporation of the parent corporation (except for amendments enumerated in section 414-282). [L 2000, c 244, pt of §1; am L 2002, c 130, §25; am L 2006, c 184, §4]
HI Rev Stat § 414-316 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-316 Effect of merger or share exchange.

  §414-316 Effect of merger or share exchange. (a) When a merger takes effect:  (1) Every other entity that is a party to the merger merges into the surviving entity and the separate existence of every entity except the surviving entity ceases;  (2) The title to all real estate and other property owned by each entity that is a party to the merger is vested in the surviving entity without reversion or impairment;  (3) The surviving entity has all liabilities of each entity that is a party to the merger;  (4) A proceeding pending against any entity that is a party to the merger may be continued as if the merger did not occur or the surviving entity may be substituted in the proceeding for the entity whose existence ceased;  (5) The organizing articles of the surviving entity are amended to the extent provided in the plan of merger and indicated in the articles of merger; and  (6) The shares of each corporation party to the merger that are to be converted into shares, obligations, or other securities of the surviving entity or into cash or other property are converted, and the former holders of the shares are entitled only to the rights provided in the articles of merger or to their rights under part XIV.  (b) When a share exchange takes effect, the shares of each acquired corporation are exchanged as provided in the plan, and the former holders of the shares are entitled only to the exchange rights provided in the articles of share exchange or to their rights under part XIV.  (c) If a surviving entity fails to appoint or maintain an agent designated for service of process in this State or the agent for service of process cannot with reasonable diligence be found at the designated office, service of process may be made upon the surviving entity by sending a copy of the process by registered or certified mail, return receipt requested, to the surviving entity at the address set forth in the articles of merger. Service is effected under this subsection at the earliest of:  (1) The date the surviving entity receives the process, notice, or demand;  (2) The date shown on the return receipt, if signed on behalf of the surviving entity; or  (3) Five days after its deposit in the mail, if mailed postpaid and correctly addressed. [L 2000, c 244, pt of §1; am L 2002, c 41, §10; am L 2004, c 121, §11]
HI Rev Stat § 414-317 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-317 REPEALED.

  §414-317 REPEALED. L 2002, c 41, §26.
HI Rev Stat § 414-318 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-318 Merger of subsidiary corporations.

  §414-318 Merger of subsidiary corporations. (a) Any corporation owning at least ninety per cent of the outstanding shares of each class of two or more corporations may adopt a plan of merger pursuant to section 414-314 that shall be delivered to the department director for filing including articles of merger. The articles of merger shall be signed by the parent corporation and the surviving subsidiary corporation. The plan of merger shall set forth:  (1) The name of the parent corporation owning at least ninety per cent of the shares of the subsidiary corporations, the name of any nonsurviving subsidiary corporation, and the name of the surviving subsidiary corporation; and  (2) The manner and basis of converting the shares of any nonsurviving subsidiary corporation into shares, obligations, or other securities of the surviving subsidiary corporation or of any other corporation or, in whole or in part, into cash or other property.  (b) A copy of the plan of merger shall be mailed to each shareholder of record of any nonsurviving subsidiary corporation, except the parent corporation.  (c) On or after the thirtieth day after the mailing of a copy of the plan of merger to shareholders of any nonsurviving subsidiary corporation or upon the waiver thereof by the holders of all outstanding shares, the articles of merger shall be delivered to the department director for filing. Articles of merger shall set forth:  (1) A statement that the plan of merger has been approved by the board of directors of the parent corporation;  (2) The number of outstanding shares of each class of any nonsurviving subsidiary corporation and the number of the shares of each class owned by the parent corporation; and  (3) The date a copy of the plan of merger is mailed to shareholders of any nonsurviving subsidiary corporation entitled to receive the plan of merger.  (d) Mergers under this section shall also be subject to sections 414-313(k) and 414-315(a) and (b). [L 2000, c 244, pt of §1; am L 2001, c 129, §35; am L 2002, c 41, §11; am L 2006, c 184, §6]
HI Rev Stat § 414-319 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-319 REPEALED.

  §414-319 REPEALED. L 2002, c 41, §27.
HI Rev Stat § 414-331 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-331 Sale of assets in regular course of business and mortgage of assets.

  §414-331 Sale of assets in regular course of business and mortgage of assets. (a) A corporation, on the terms and conditions and for the consideration determined by the board of directors, may:  (1) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of business;  (2) Mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of its property whether or not in the usual and regular course of business; or  (3) Transfer any or all of its property to a corporation all the shares of which are owned by the corporation.  (b) Unless the articles of incorporation require it, approval by the shareholders of a transaction described in subsection (a) is not required. [L 2000, c 244, pt of §1]