reglab/housing_qa huggingface dataset:
HI Rev Stat § 414-248 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-248 Insurance.

  §414-248 Insurance. A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer of the corporation, serves at the corporation's request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity, against liability asserted against or incurred by the director or officer in that capacity or arising from the director's or officer's status as a director or officer, whether or not the corporation would have power to indemnify or advance expenses to the director or officer against the same liability under this subpart. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-249 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-249 Variation by corporate action; application of subpart.

  §414-249 Variation by corporate action; application of subpart. (a) A corporation, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, may obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with section 414-242 or advance funds to pay for or reimburse expenses in accordance with section 414-244. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in section 414-244(c) and 414-246(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 414-244 to the fullest extent permitted by law, unless the provision specifically provides otherwise.  (b) Any provision pursuant to subsection (a) shall not obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation, pertaining to conduct with respect to the predecessor, unless otherwise specifically provided. Any provision for indemnification or advance for expenses in the articles of incorporation, bylaws, or a resolution of the board of directors or shareholders of a predecessor of the corporation in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, shall be governed by section 414-316(a)(3).  (c) A corporation, by a provision in its articles of incorporation, may limit any of the rights to indemnification or advance for expenses created by or pursuant to this subpart.  (d) This subpart does not limit a corporation's power to pay or reimburse expenses incurred by a director or an officer in connection with the director's or officer's appearance as a witness in a proceeding at a time when the officer or director is not a party.  (e) This subpart does not limit a corporation's power to indemnify, advance expenses to, or provide or maintain insurance on behalf of an employee or agent. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-250 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-250 Nonexclusivity of subpart.

  §414-250 Nonexclusivity of subpart. (a) The indemnification provided by this subpart shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of shareholders, or disinterested directors or otherwise, both as to action in a person's official capacity and as to action in another capacity while holding the office, and shall continue as to a person who has ceased to be an agent and shall inure to the benefit of the heirs and personal representatives of that person.  (b) This subpart does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in that person's capacity, though the person may also be an agent of the employer corporation. Nothing contained in this section shall limit any right to indemnification to which a trustee, investment manager, or other fiduciary may be entitled by contract or otherwise. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-262 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-262 Judicial action.

  §414-262 Judicial action. (a) A transaction effected or proposed to be effected by a corporation (or by a subsidiary of the corporation or any other entity in which the corporation has a controlling interest) that is not a director's conflicting interest transaction may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in a proceeding by a shareholder or by or in the right of the corporation, because a director of the corporation, or any person with whom or which the director has a personal, economic, or other association, has an interest in the transaction.  (b) A director's conflicting interest transaction may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in a proceeding by a shareholder or by or in the right of the corporation, because the director, or any person with whom or which the director has a personal, economic, or other association, has an interest in the transaction, if:  (1) Directors' action respecting the transaction was at any time taken in compliance with section 414-263;  (2) Shareholders' action respecting the transaction was at any time taken in compliance with section 414-264; or  (3) The transaction, judged according to the circumstances at the time of commitment, is established to have been fair to the corporation. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-263 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-263 Directors' action.

  §414-263 Directors' action. (a) The action of directors respecting a transaction is effective for purposes of section 414-262(b)(1) if the transaction received the affirmative vote of a majority (but no fewer than two) of those qualified directors on the board of directors or on a duly empowered committee of the board who voted on the transaction after either required disclosure to them (to the extent the information was not known by them) or compliance with subsection (b); provided that action by a committee is so effective only if:  (1) All its members are qualified directors; and  (2) Its members are either all the qualified directors on the board or are appointed by the affirmative vote of a majority of the qualified directors on the board.  (b) If a director has a conflicting interest respecting a transaction, but neither the director nor a related person of the director, as set forth in paragraph (2) of the definition of "related person" in section 414-261, is a party to the transaction, and if the director has a duty under law or professional canon, or a duty of confidentiality to another person, respecting information relating to the transaction such that the director may not make the required disclosure described in paragraph (2) of the definition of "required disclosure" in section 414-261, then disclosure is sufficient for purposes of subsection (a) if the director:  (1) Discloses to the directors voting on the transaction the existence and nature of the director's conflicting interest and informs them of the character and limitations imposed by that duty before their vote on the transaction; and  (2) Plays no part, directly or indirectly, in their deliberations or vote.  (c) A majority (but no fewer than two) of all the qualified directors on the board of directors, or on the committee, constitutes a quorum for purposes of action that complies with this section. The action of directors that otherwise complies with this section is not affected by the presence or vote of a director who is not a qualified director.  (d) For purposes of this section, "qualified director" means, with respect to a director's conflicting interest transaction, any director who does not have either:  (1) A conflicting interest respecting the transaction; or  (2) A familial, financial, professional, or employment relationship with a second director who does have a conflicting interest respecting the transaction, which relationship would, in the circumstances, reasonably be expected to exert an influence on the first director's judgment when voting on the transaction. [L 2000, c 244, pt of §1; am L 2001, c 129, §26]
HI Rev Stat § 414-264 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-264 Shareholders' action.

  §414-264 Shareholders' action. (a) Shareholders' action respecting a transaction is effective for purposes of section 414-262(b)(2) if a majority of the votes entitled to be cast by the holders of all qualified shares were cast in favor of the transaction after:  (1) Notice to shareholders describing the director's conflicting interest transaction;  (2) Provision of the information referred to in subsection (d); and  (3) Required disclosure to the shareholders who voted on the transaction (to the extent the information was not known by them).  (b) For purposes of this section, "qualified shares" means any shares entitled to vote with respect to the director's conflicting interest transaction except shares that, to the knowledge, before the vote, of the secretary (or other officer or agent of the corporation authorized to tabulate votes), are beneficially owned (or the voting of which is controlled) by a director who has a conflicting interest respecting the transaction or by a related person of the director, or both.  (c) A majority of the votes entitled to be cast by the holders of all qualified shares constitutes a quorum for purposes of action that complies with this section. Subject to subsections (d) and (e), shareholders' action that otherwise complies with this section is not affected by the presence of holders, or the voting, of shares that are not qualified shares.  (d) For purposes of compliance with subsection (a), a director who has a conflicting interest respecting the transaction, before the shareholders' vote, shall inform the secretary (or other officer or agent of the corporation authorized to tabulate votes) of the number, and the identity of persons holding or controlling the vote, of all shares that the director knows are beneficially owned (or the voting of which is controlled) by the director or by a related person of the director, or both.  (e) If a shareholders' vote does not comply with subsection (a) solely because of a failure of a director to comply with subsection (d), and if the director establishes that the director's failure did not determine and was not intended by the director to influence the outcome of the vote, the court, with or without further proceedings respecting section 414-262(b)(3), may take such action respecting the transaction and the director, and give such effect, if any, to the shareholders' vote, as it considers appropriate in the circumstances. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-272 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-272 Articles of conversion.

  §414-272 Articles of conversion. (a) If a plan of conversion has been approved in accordance with section 414-271 and has not been abandoned, articles of conversion shall be executed by an officer or other duly authorized representative of the converting entity and shall set forth:  (1) A statement certifying the following:  (A) The name, type of entity, and state or country of incorporation, formation, or organization of the converting and converted entities;  (B) That a plan of conversion has been approved in accordance with section 414-271;  (C) That an executed plan of conversion is on file at the principal place of business of the converting entity and stating the address thereof; and  (D) That a copy of the plan of conversion shall be furnished by the converting entity prior to the conversion or by the converted entity after the conversion on written request and without cost, to any shareholder, partner, member, or owner of the converting entity or the converted entity;  (2) If the converting entity is a domestic corporation, the number of shares outstanding and, if the shares of any class or series are entitled to vote as a class, the designation and number of outstanding shares of each class or series;  (3) If the converting entity is a domestic corporation, the number of shares outstanding that voted for and against the plan, and, if the shares of any class or series are entitled to vote as a class, the number of shares of each such class or series that voted for and against the plan; and  (4) If the converting entity is a foreign corporation or other entity, a statement that the approval of the plan of conversion was duly authorized and complied with the laws under which it was incorporated, formed, or organized.  (b) The articles of conversion shall be delivered to the department director. The converted entity, if a domestic corporation, domestic professional corporation, domestic nonprofit corporation, domestic general partnership, domestic limited partnership, or domestic limited liability company shall attach a copy of its respective registration documents with the articles of conversion.  (c) If the department director finds that the articles of conversion satisfy the requirements provided by law, and that all required documents are filed, the department director, after all fees have been paid, shall:  (1) Stamp the articles of conversion and include the date of the filing;  (2) File the document in the department director's office; and  (3) Issue a certificate of conversion to the converted entity or its authorized representatives. [L 2000, c 244, pt of §1; am L 2001, c 129, §29]
HI Rev Stat § 414-273 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-273 REPEALED.

  §414-273 REPEALED. L 2003, c 124, §100.
HI Rev Stat § 414-281 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-281 Authority to amend.

  §414-281 Authority to amend. (a) 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 of incorporation or to delete a provision not required in the articles of incorporation. Whether a provision is required or permitted in the articles of incorporation is determined as of the effective date of the amendment.  (b) A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend, entitlement, or purpose or duration of the corporation. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-282 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-282 Amendment by board of directors.

  §414-282 Amendment by board of directors. Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles of incorporation without shareholder action:  (1) To delete the names and addresses of the initial directors;  (2) To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the department director; or  (3) To make any other change expressly permitted by this chapter to be made without shareholder action. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-283 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-283 Amendment by board of directors and shareholders.

  §414-283 Amendment by board of directors and shareholders. (a) A corporation's board of directors may propose one or more amendments to the articles of incorporation for submission to the shareholders.  (b) For the amendment to be adopted:  (1) The board of directors must recommend the amendment to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the amendment; and  (2) The shareholders entitled to vote on the amendment must approve the amendment as provided in subsection (e).  (c) The board of directors may condition its submission of the proposed amendment on any basis.  (d) 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 of meeting must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.  (e) Unless this chapter, the articles of incorporation, or the board of directors (acting pursuant to subsection (c)) require a greater vote or a vote by voting groups, the amendment to be adopted must be approved by:  (1) With respect to corporations incorporated on or after July 1, 1987, at the meeting a vote of the shareholders entitled to vote thereon shall be taken on the proposed amendment. The proposed amendment shall be adopted upon receiving the affirmative vote of the holders of a majority of the shares entitled to vote thereon, unless any class of shares is entitled to vote thereon as a class, in which event the proposed amendment shall be adopted upon receiving the affirmative vote of the holders of a majority of the shares of each class of shares entitled to vote thereon as a class and of the total shares entitled to vote thereon.  (2) With respect to corporations incorporated before July 1, 1987, at such meeting a vote of the shareholders entitled to vote thereon shall be taken on a proposed amendment. The proposed amendment shall be adopted upon receiving the affirmative vote of the holders of two-thirds of the shares entitled to vote thereon. The articles of incorporation may be amended by the vote set forth in the preceding sentence to provide for a lesser proportion of shares, or of any class or series thereof, than is provided in the preceding sentence, in which case the articles of incorporation shall control; provided that the lesser proportion shall not be less than the proportion set forth in paragraph (1). Any number of amendments may be submitted to the shareholders, and voted upon by them, at one meeting. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-284 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-284 Voting on amendments by voting groups.

  §414-284 Voting on amendments by voting groups. (a) The holders of the outstanding shares of a class are entitled to vote as a separate voting group (if shareholder voting is otherwise required by this chapter) on a proposed amendment if the amendment would:  (1) Increase or decrease the aggregate number of authorized shares of the class;  (2) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class;  (3) Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;  (4) Change the designation, rights, preferences, or limitations of all or part of the shares of the class;  (5) Change the shares of all or part of the class into a different number of shares of the same class;  (6) Create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;  (7) Increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;  (8) Limit or deny an existing preemptive right of all or part of the shares of the class; or  (9) Cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the shares of the class.  (b) If a proposed amendment would affect a series of a class of shares in one or more of the ways described in subsection (a), the shares of that series are entitled to vote as a separate voting group on the proposed amendment.  (c) If a proposed amendment that entitles two or more series of shares to vote as separate voting groups under this section would affect those two or more series in the same or a substantially similar way, the shares of all the series so affected must vote together as a single voting group on the proposed amendment.  (d) A class or series of shares is entitled to the voting rights granted by this section although the articles of incorporation provide that the shares are nonvoting shares. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-285 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-285 Amendment before issuance of shares.

  §414-285 Amendment before issuance of shares. If a corporation has not yet issued shares, its incorporators or board of directors may adopt one or more amendments to the corporation's articles of incorporation. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-286 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-286 Articles of amendment.

  §414-286 Articles of amendment. A corporation amending its articles of incorporation 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 adopted;  (3) If an amendment provides for an exchange, reclassification, or cancellation of issued shares, a statement that provisions necessary to effect the exchange, reclassification, or cancellation have been made;  (4) The date of each amendment's adoption;  (5) If an amendment was adopted by the incorporators or board of directors without shareholder action, a statement to that effect and that shareholder action was not required; and  (6) If an amendment was approved by the shareholders:  (A) The designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and number of votes of each voting group indisputably represented at the meeting; and  (B) Either the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each voting group and a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group. [L 2000, c 244, pt of §1]