reglab/housing_qa huggingface dataset:
HI Rev Stat § 414-71 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-71 Authorized shares.

  §414-71 Authorized shares. (a) The articles of incorporation must prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class, and, prior to the issuance of shares of a class, the preferences, limitations, and relative rights of that class must be described in the articles of incorporation. All shares of a class must have preferences, limitations, and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by section 414-72.  (b) The articles of incorporation must authorize:  (1) One or more classes of shares that together have unlimited voting rights; and  (2) One or more classes of shares (which may be the same class or classes as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution.  (c) The articles of incorporation may authorize one or more classes of shares that:  (1) Have special, conditional, or limited voting rights, or no right to vote, except to the extent prohibited by this chapter;  (2) Are redeemable or convertible as specified in the articles of incorporation:  (A) At the option of the corporation, the shareholder, or another person or upon the occurrence of a designated event;  (B) For cash, indebtedness, securities, or other property; and  (C) In a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events;  (3) Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative; or  (4) Have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation.  (d) The description of the designations, preferences, limitations, and relative rights of share classes in subsection (c) is not exhaustive. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-72 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-72 Terms of class or series determined by board of directors.

  §414-72 Terms of class or series determined by board of directors. (a) If and to the extent the articles of incorporation so provide, the board of directors may determine, in whole or part, the preferences, limitations, and relative rights (within the limits set forth in section 414-71) of:  (1) Any class of shares before the issuance of any shares of that class; or  (2) One or more series within a class before the issuance of any shares of that series.  (b) Each series of a class must be given a distinguishing designation.  (c) All shares of a series must have preferences, limitations, and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class.  (d) Before issuing any shares of a class or series created under this section, the corporation must deliver to the department director for filing an articles of amendment, or a resolution, which is effective without shareholder action, that sets forth:  (1) The name of the corporation;  (2) The text of the amendment or resolution determining the terms of the class or series or shares;  (3) The date it was adopted; and  (4) A statement that the amendment or resolution was duly adopted by the board of directors. Upon the filing of the articles of amendment or resolution by the department director, it shall constitute an amendment of the articles of incorporation. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-73 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-73 Issued and outstanding shares.

  §414-73 Issued and outstanding shares. (a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or canceled.  (b) The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of subsection (c) and section 414-111.  (c) At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-74 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-74 Fractional shares.

  §414-74 Fractional shares. (a) A corporation may:  (1) Issue fractions of a share or pay in money the value of fractions of a share;  (2) Arrange for disposition of fractional shares by the shareholders; or  (3) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.  (b) Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the information required by section 414-86(b).  (c) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.  (d) The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including:  (1) That the scrip will become void if not exchanged for full shares before a specified date; and  (2) That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-81 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-81 Subscription for shares before incorporation.

  §414-81 Subscription for shares before incorporation. (a) A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.  (b) The board of directors may determine the payment terms of subscription for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.  (c) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.  (d) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid for more than twenty days after the corporation sends written demand for payment to the subscriber.  (e) A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to section 414-82. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-82 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-82 Issuance of shares.

  §414-82 Issuance of shares. (a) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation.  (b) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other securities of the corporation.  (c) Before the corporation issues shares, the board of directors must determine that the consideration received or to be received for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and nonassessable.  (d) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable.  (e) The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid, or the benefits received. If the services are not performed, the note is not paid, or the benefits are not received, the shares escrowed or restricted and the distributions credited may be canceled in whole or part. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-83 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-83 Liability of shareholders.

  §414-83 Liability of shareholders. (a) A purchaser from a corporation of the corporation's own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued (section 414-82) or specified in the subscription agreement (section 414-81).  (b) Unless otherwise provided in the articles of incorporation a shareholder of a corporation is not personally liable for the acts or debts of the corporation except that such shareholder may become personally liable by reason of such shareholder's own acts or conduct. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-84 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-84 Share dividends.

  §414-84 Share dividends. (a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend.  (b) Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless:  (1) The articles of incorporation so authorize;  (2) A majority of the votes entitled to be cast by the class or series to be issued approve the issue; or  (3) There are no outstanding shares of the class or series to be issued.  (c) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-85 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-85 Share options.

  §414-85 Share options. A corporation may issue rights, options, or warrants for the purchase of shares of the corporation. The board of directors shall determine the terms upon which the rights, options, or warrants are issued, their form and content, and the consideration for which the shares are to be issued. The documents evidencing such rights, options, or warrants may include conditions that preclude the holder or holders, including any subsequent transferees, of at least a specified percentage of the common shares of a corporation from exercising such rights, options, or warrants. [L 2000, c 244, pt of §1; am L 2002, c 130, §13]
HI Rev Stat § 414-86 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-86 Form and content of certificates.

  §414-86 Form and content of certificates. (a) Shares may but need not be represented by certificates. Unless this chapter or another statute expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates.  (b) At a minimum each share certificate must state on its face:  (1) The name of the issuing corporation and that it is organized under the law of this State;  (2) The name of the person to whom issued; and  (3) The number and class of shares and the designation of the series, if any, the certificate represents.  (c) If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series (and the authority of the board of directors to determine variations for future series) must be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.  (d) Each share certificate:  (1) Must be signed (either manually or in facsimile) by two officers designated in the bylaws or by the board of directors; and  (2) May bear the corporate seal or its facsimile.  (e) If the person who signed (either manually or in facsimile) a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-87 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-87 Shares without certificates.

  §414-87 Shares without certificates. (a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.  (b) Within a reasonable time after the issuance or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by section 414-86(b) and (c), and, if applicable, section 414-88. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-88 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-88 Restriction on transfer of shares and other securities.

  §414-88 Restriction on transfer of shares and other securities. (a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.  (b) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by section 414-87(b). Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction.  (c) A restriction on the transfer or registration of transfer of shares is authorized:  (1) To maintain the corporation's status when it is dependent on the number or identity of its shareholders;  (2) To preserve exemptions under federal or state securities law; or  (3) For any other reasonable purpose.  (d) A restriction on the transfer or registration of transfer of shares may:  (1) Obligate the shareholder first to offer the corporation or other persons (separately, consecutively, or simultaneously) an opportunity to acquire the restricted shares;  (2) Obligate the corporation or other persons (separately, consecutively, or simultaneously) to acquire the restricted shares;  (3) Require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable; or  (4) Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.  (e) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-89 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-89 Expense of issue.

  §414-89 Expense of issue. A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-101 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-101 Shareholders' preemptive rights.

  §414-101 Shareholders' preemptive rights. (a) The shareholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation so provide.  (b) A statement included in the articles of incorporation that "the corporation elects to have preemptive rights" (or words of similar import) means that the following principles apply except to the extent the articles of incorporation expressly provide otherwise:  (1) The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation's unissued shares upon the decision of the board of directors to issue them;  (2) A shareholder may waive the shareholder's preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration;  (3) There is no preemptive right with respect to:  (A) Shares issued as compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates;  (B) Shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates;  (C) Shares authorized in articles of incorporation that are issued within six months from the effective date of incorporation; or  (D) Shares sold otherwise than for money;  (4) Holders of shares of any class without general voting rights but with preferential rights to distributions or assets have no preemptive rights with respect to shares of any class;  (5) Holders of shares of any class with general voting rights but without preferential rights to distributions or assets have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights; or  (6) Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year is subject to the shareholders' preemptive rights.  (c) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.  (d) Nothing in this section shall affect the validity of any action taken prior to April 21, 1953, by any corporation. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-102 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-102 Corporation's acquisition of its own shares.

  §414-102 Corporation's acquisition of its own shares. (a) A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares.  (b) If the articles of incorporation prohibit the reissuance of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon delivery to the department director for filing, a statement of cancellation showing the reduction in the authorized shares.  (c) The statement of cancellation must set forth:  (1) The name of the corporation;  (2) The number of acquired shares canceled, itemized by class and series; and  (3) The total number of authorized shares, itemized by class and series, remaining after reduction of the shares. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-121 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-121 Annual meeting.

  §414-121 Annual meeting.  (a) A corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws.  (b) Annual shareholders' meetings may be held in or out of this State at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's principal office. Notwithstanding the foregoing, the bylaws may authorize the board of directors, in its sole discretion, to determine that the annual meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized under subsection (c).  (c) If authorized by the board of directors in its sole discretion, and subject to guidelines and procedures adopted by the board, shareholders and proxies of shareholders not physically present at a meeting of shareholders, by means of remote communication, may:  (1) Participate in a meeting of shareholders; and  (2) Be deemed present in person and vote at a meeting of shareholders whether the meeting is held at a designated place or solely by means of remote communication; provided that the corporation shall:  (A) Implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a shareholder or proxy of a shareholder;  (B) Implement reasonable measures to provide shareholders and proxies of shareholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting concurrently with the proceedings; and  (C) Maintain a record of voting or action by any shareholder or proxy of a shareholder that votes or takes other action at the meeting by means of remote communication.  (d) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws shall not affect the validity of any corporate action. [L 2000, c 244, pt of §1; am L 2002, c 130, §14]