reglab/housing_qa huggingface dataset:
HI Rev Stat § 414D-158 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-158 Officers' authority to execute documents.

 §414D-158 Officers' authority to execute documents. Any contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the contract or other instrument if it is signed by any two officers in category 1 below, or by one officer in category 1 below and one officer in category 2 below.  (1) Category 1: The presiding officer of the board and the president; and  (2) Category 2: A vice president, the secretary, treasurer, and executive director. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-159 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-159 Definitions.

  §414D-159 Definitions. Sections 414D-160 to 414D-167 shall incorporate the following definitions:  "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction.  "Director" means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the corporation's request if the director's duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a director.  "Expenses" includes counsel fees.  "Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses actually incurred with respect to a proceeding.  "Official capacity" means with respect to a director, the office of director in a corporation and with respect to an individual other than a director as contemplated in section 414D-165, the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation. "Official capacity" does not include service for any other foreign or domestic business or nonprofit corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise.  "Party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.  "Proceeding" means any threatened, pending, or completed action, suit, or proceeding whether civil, criminal, administrative, or investigative and whether formal or informal. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-160 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-160 Authority to indemnify.

  §414D-160 Authority to indemnify. (a) Except as provided in subsection (d), a corporation may indemnify a former or current director made a party to a proceeding by reason of the fact that the individual was or is a director, against liability incurred in the proceeding if:  (1) The individual conducted the individual's self in good faith; and  (2) The individual reasonably believed:  (A) In the case of conduct in an official capacity, that the individual's conduct was in the corporation's best interests;  (B) In all other cases, the individual's conduct, at a minimum, did not oppose the corporation's best interests; and  (3) In the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful.  (b) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirements of subsection (a)(2)(B).  (c) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, is not by itself determinative of a director's failure to meet the standard of conduct described in this section.  (d) A corporation may not indemnify a director's liability under this section where the director's liability has been determined:  (1) In connection with a proceeding by or in the right of the corporation; or  (2) In connection with any other proceeding whether or not involving action in an official capacity, in which the director was found liable on the basis of the director's improper receipt of a personal benefit.  (e) Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding. [L 2001, c 105, pt of §1; am L 2008, c 54, §4]
HI Rev Stat § 414D-161 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-161 Mandatory indemnification.

  §414D-161 Mandatory indemnification. Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation, against reasonable expenses actually incurred by the director in connection with the proceeding. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-162 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-162 Advance for expenses.

  §414D-162 Advance for expenses. (a) A corporation, before final disposition of a proceeding, may advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding; provided:  (1) The director furnishes the corporation with a written affirmation of the director's good faith belief that the director has met the standard of conduct described in section 414D-160;  (2) The director furnishes the corporation with a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct; and  (3) A determination is made that the facts then known to those making the determination would not preclude indemnification under this part.  (b) The undertaking required by subsection (a)(2) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.  (c) Determinations and authorizations of payments under this section shall be made in the manner specified in section 414D-164. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-163 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-163 Court-ordered indemnification.

  §414D-163 Court-ordered indemnification. Unless limited by a corporation's articles of incorporation, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary may order indemnification in the amount it considers proper if it determines:  (1) The director is entitled to mandatory indemnification under section 414D-161, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; or  (2) The director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in section 414D-160(a) or was found liable as described in section 414D-160(d), but if the director was found liable indemnification is limited to reasonable expenses incurred. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-164 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-164 Determination and authorization of indemnification.

  §414D-164 Determination and authorization of indemnification. (a) A corporation may not indemnify a director under section 414D-160 unless authorized in the specific case after a determination has been made that the director has met the standard of conduct set forth in section 414D-160.  (b) The determination shall be made by the board of directors by majority vote of a quorum consisting of directors who are not at the time parties to the proceeding.  (c) The determination shall be made by majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate) consisting solely of two or more directors not at the time parties to the proceeding if a quorum cannot be obtained under subsection (b).  (d) The determination shall be made by special legal counsel selected by:  (1) The board of directors or its committee in the manner prescribed in subsection (b) or (c); or  (2) Majority vote of the full board (in which selection directors who are parties may participate) if a quorum of the board cannot be obtained under subsection (b) and a committee cannot be designated under subsection (c).  (e) The determination shall be made by the members but directors who are at the time parties to the proceeding may not vote on the determination.  (f) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection (d) to select counsel. [L 2001, c 105, pt of §1; am L 2002, c 130, §56]
HI Rev Stat § 414D-165 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-165 Indemnification of officers, employees, and agents.

 §414D-165 Indemnification of officers, employees, and agents. (a) An officer of the corporation who is not a director, unless limited by a corporation's articles of incorporation, is entitled to mandatory indemnification under section 414D-161, and is entitled to apply for court-ordered indemnification under section 414D-163 in each case, to the same extent as a director.  (b) The corporation, unless limited by a corporation's articles of incorporation, may indemnify and advance expenses under this part to an officer, employee, or agent of the corporation who is not a director to the same extent as to a director.  (c) A corporation may also, unless limited by a corporation's articles of incorporation, indemnify and advance expenses to an officer, employee, or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-166 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-166 Insurance.

 §414D-166 Insurance. A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify the person against the same liability under section 414D-160 or 414D-161. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-167 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-167 Application of this part.

 §414D-167 Application of this part. (a) A provision treating a corporation's indemnification of or advance for expenses to directors that is contained in its articles of incorporation, bylaws, a resolution of its members or board of directors, or in a contract or otherwise, is valid only if and to the extent the provision is consistent with this part. If articles of incorporation limit indemnification or advances for expenses, indemnification and advances for expenses are valid only to the extent consistent with the articles.  (b) This part shall not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with appearing as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding.  (c) A corporation, by a provision in its articles of incorporation or bylaws, in a resolution adopted, or in a contract approved by its board of directors or members, may obligate itself, in advance of the act or omission giving rise to a proceeding, to provide indemnification in accordance with section 414D-160 or advance funds to pay for or reimburse expenses in accordance with section 414D-162. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in [sections] 414D-164 and 414D-162(c). Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall be deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with section 414D-162 to the fullest extent permitted by law, unless the provision specifically provides otherwise. [L 2001, c 105, pt of §1; am L 2003, c 81, §2]
HI Rev Stat § 414D-181 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-181 Authority to amend.

  §414D-181 Authority to amend. A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the effective date of the amendment. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-182 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-182 Procedure to amend articles of incorporation.

 §414D-182 Procedure to amend articles of incorporation. (a) Amendments to the articles of incorporation shall be made in the following manner:  (1) If any members are entitled to vote on an amendment, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at an annual, regular, or special meeting of the members. Notice setting forth the proposed amendment or a summary of the changes to be effected by the proposed amendments shall be given to each member entitled to vote at the meeting within the time and in the manner provided in this chapter for the giving of notice of meetings to members. The proposed amendment shall be adopted upon receiving at least two-thirds of the votes that members present at the meeting or represented by proxy are entitled to cast; and  (2) If there are no members or no members entitled to vote on an amendment, an amendment shall be adopted at a meeting of the board of directors upon its receiving the vote of a majority of the directors in office.  (b) Any number of amendments may be submitted and voted upon at any one meeting. [L 2001, c 105, pt of §1; am L 2011, c 37, §12; am L 2012, c 58, §9]
HI Rev Stat § 414D-183 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-183 Articles of amendment.

 §414D-183 Articles of amendment. A corporation amending its articles shall deliver to the department director articles of amendment setting forth:  (1) The name of the corporation;  (2) The text of each amendment adopted;  (3) The date of each amendment's adoption;  (4) If approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators;  (5) If approval by members was required:  (A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably voting on the amendment; and  (B) Either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that class;  (6) If approval of the amendment by some person or persons other than the members, the board, or the incorporators is required pursuant to section 414D-188, a statement that the approval was obtained. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-185 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-185 Amendment pursuant to judicial reorganization.

 §414D-185 Amendment pursuant to judicial reorganization. (a) A corporation's articles may be amended without board approval or approval by the members or approval required pursuant to section 414D-188 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles after amendment contain only provisions required or permitted by section 414D-32.  (b) The individual or individuals designated by the court shall deliver to the department director 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) This section shall 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 2001, c 105, pt of §1]
HI Rev Stat § 414D-186 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-186 Effect of amendment and restatement.

 §414D-186 Effect of amendment and restatement. 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, any requirement or limitation imposed upon the corporation or any property held by it by virtue of any trust upon which the property is held by the corporation, or the existing rights of persons other than members 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 2001, c 105, pt of §1]
HI Rev Stat § 414D-187 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-187 Bylaws.

 §414D-187 Bylaws. The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the board of directors unless otherwise provided in the articles of incorporation or the bylaws. The bylaws may contain any provisions for the regulation and management of the affairs of a corporation not inconsistent with law or the articles of incorporation. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-188 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-188 Approval by third persons.

 §414D-188 Approval by third persons. The articles may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such a provision in the articles may only be amended with the approval in writing of such person or persons. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-200 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-200 Definitions

  §414D-200 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 profit corporation, limited liability company, general partnership, limited partnership, limited liability partnership, or association. [L 2004, c 121, §1]