reglab/housing_qa huggingface dataset:
HI Rev Stat § 414-221 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-221 General standards for directors.

 §414-221 General standards for directors. (a) A director shall discharge the director's duties as a director, including the director's duties as a member of a committee:  (1) In good faith;  (2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and  (3) In a manner the director reasonably believes to be in the best interests of the corporation.  (b) In determining the best interests of the corporation, a director, in addition to considering the interests of the corporation's shareholders, may consider, in the director's discretion, any of the following factors:  (1) The interests of the corporation's employees, customers, suppliers, and creditors;  (2) The economy of the State and the nation;  (3) Community and societal considerations, including, without limitation, the impact of any action upon the communities in or near which the corporation has offices or operations; and  (4) The long-term as well as short-term interests of the corporation and its shareholders, including, without limitation, the possibility that these interests may be best served by the continued independence of the corporation.  (c) In discharging duties as a director, the director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:  (1) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;  (2) Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or  (3) A committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.  (d) A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (c) unwarranted.  (e) A director is not liable for any action taken as a director, or any failure to take any action, if the director performed the duties of the director's office in compliance with this section. [L 2000, c 244, pt of §1] Law Journals and Reviews  The "Aloha Corporation:" Infusing the Culture of Hawai`i to Broaden the Perspective of Business and Return to Community. 34 UH L. Rev. 221 (2012).
HI Rev Stat § 414-222 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-222 Limitation of liability of directors; shareholder approval required.

  §414-222 Limitation of liability of directors; shareholder approval required. (a) A corporation may eliminate or limit the personal liability of its directors in any action brought by the shareholders or the corporation for monetary damages against any director of the corporation for any action taken, or any failure to take any action, as a director; provided that:  (1) The elimination or limitation shall be authorized, directed, or provided for in:  (A) The articles of incorporation of the corporation; or  (B) Any duly adopted amendment of the articles of incorporation; and  (2) If the provision eliminating or limiting the personal liability of a corporation's directors is authorized, directed, or provided for by amendments to the articles of incorporation, it shall be adopted upon the affirmative vote of the holders of two-thirds of the shares represented at the shareholders' meeting and entitled to vote; provided that the vote also constitutes a majority of the shares entitled to vote.  (b) A corporation shall not eliminate or limit the personal liability of a director for:  (1) The amount of a financial benefit received by a director to which the director is not entitled;  (2) An intentional infliction of harm on the corporation or the shareholders;  (3) A violation of section 414-223; or  (4) An intentional violation of criminal law.  (c) The shareholders of the corporation shall receive written notice of any proposal by the corporation to eliminate or limit the personal liability of the directors under subsection (a)(2), and the corporation shall in such cases submit the duly adopted amendment to the articles of incorporation to the department director.  (d) Nothing in this section shall impair or affect the validity of any provisions of the bylaws of a corporation eliminating or limiting the personal liability of the directors, which were authorized, directed, or provided for and approved by the shareholders of the corporation in compliance with then existing law prior to July 1, 1996. [L 2000, c 244, pt of §1; am L 2001, c 129, §24]
HI Rev Stat § 414-223 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-223 Liability for unlawful distributions.

  §414-223 Liability for unlawful distributions. (a) A director who votes for or assents to a distribution made in violation of section 414-111 or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating section 414-111 or the articles of incorporation, if it is established that the director did not perform the director's duties in compliance with section 414-221. In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director.  (b) A director held liable under subsection (a) for an unlawful distribution is entitled to contribution:  (1) From every other director who could be held liable under subsection (a) for the unlawful distribution; and  (2) From each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of section 414-111 or the articles of incorporation.  (c) A proceeding under this section is barred unless it is commenced within two years after the date on which the effect of the distribution was measured under section 414-111(e) or (g).  (d) Nothing in this chapter shall prohibit the distribution of assets to shareholders permitted or authorized by the Federal Housing Commissioner by any corporation organized for the purpose of providing housing for rent pursuant to regulations of the Federal Housing Commissioner under the provisions of Title VIII of the National Housing Act, as amended, where the principal assets of the corporation consist of real property belonging to the United States and leased to the corporation pursuant to Title VIII of the National Housing Act as amended or supplemented from time to time. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-231 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-231 Required officers.

  §414-231 Required officers. (a) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.  (b) A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors.  (c) The bylaws or the board of directors shall delegate to one of the officers responsibility for preparation and custody of minutes of the directors' and shareholders' meetings and for authenticating records of the corporation.  (d) The same individual may simultaneously hold more than one office in a corporation. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-232 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-232 Duties of officers.

  §414-232 Duties of officers. Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-233 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-233 Standards of conduct for officers.

  §414-233 Standards of conduct for officers. (a) An officer with discretionary authority shall discharge the officer's duties under that authority:  (1) In good faith;  (2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and  (3) In a manner the officer reasonably believes to be in the best interests of the corporation.  (b) In discharging the duties of an officer, the officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:  (1) One or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or  (2) Legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.  (c) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.  (d) An officer is not liable for any action taken as an officer, or any failure to take any action, if the officer performed the duties of the officer's office in compliance with this section. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-234 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-234 Resignation and removal of officers.

  §414-234 Resignation and removal of officers. (a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.  (b) Any officer may be removed by the board of directors whenever in its judgment the best interests of the corporation will be served thereby, but the removal shall be without prejudice to the contract rights, if any, of the person so removed. [L 2000, c 244, pt of §1; am L 2001, c 129, §25]
HI Rev Stat § 414-235 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-235 Contract rights of officers.

  §414-235 Contract rights of officers. (a) The appointment or election of an officer does not itself create contract rights.  (b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-241 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-241 Definitions.

  §414-241 Definitions. As used in this subpart:  "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger.  "Director" or "officer" means an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving 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. A director or officer is considered to be serving an employee benefit plan at the corporation's request if the duties of the director or officer to the corporation also impose duties on, or otherwise involve services by, the director or officer to the plan or to participants in or beneficiaries of the plan. "Director" or "officer" includes, unless the context requires otherwise, the estate or personal representative of a director or officer.  "Disinterested director" means a director who, at the time of a vote referred to in section 414-244(c) or a vote or selection referred to in section 414-246(b) or (c), is not:  (1) A party to the proceeding; or  (2) An individual having a familial, financial, professional, or employment relationship with the director whose indemnification or advance for expenses is the subject of the decision being made, which relationship would, in the circumstances, reasonably be expected to exert an influence on the director's judgment when voting on the decision being made.  "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 incurred with respect to a proceeding.  "Official capacity" means:  (1) When used with respect to a director, the office of director in a corporation; and  (2) When used with respect to an officer, as contemplated in section 414-247, the office in a corporation held by the officer.  "Official capacity" does not include service for any other domestic or foreign corporation or any partnership, joint venture, trust, employee benefit plan, or other entity.  "Party" means an individual who was, is, or is threatened to be made, a defendant or respondent in a proceeding.  "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-242 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-242 Permissible indemnification.

  §414-242 Permissible indemnification. (a) Except as otherwise provided in this section, a corporation may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if:  (1) (A) The individual conducted the individual's self in good faith; and  (B) The individual reasonably believed:  (i) In the case of conduct of official capacity, that the individual's conduct was in the best interests of the corporation; and  (ii) In all other cases, that the individual's conduct was at least not opposed to the best interests of the corporation; and  (C) In the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful; or  (2) The individual engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation (as authorized by section 414-32(b)(5)).  (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 the beneficiaries of, the plan is conduct that satisfies the requirement of subsection (a)(1)(B)(ii).  (c) The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the director did not meet the relevant standard of conduct described in this section.  (d) Unless ordered by a court under section 414-245(a)(3), a corporation may not indemnify a director:  (1) In connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under subsection (a); or  (2) In connection with any proceeding with respect to conduct for which the director was adjudged liable on the basis that the director received a financial benefit to which the director was not entitled, whether or not involving action in the director's official capacity. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-243 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-243 Mandatory indemnification.

  §414-243 Mandatory indemnification. 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 was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-244 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-244 Advance for expenses.

  §414-244 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 because the director is a director if the director delivers to the corporation:  (1) A written affirmation of the director's good faith belief that the director has met the relevant standard of conduct described in section 414-242 or that the proceeding involves conduct for which liability has been eliminated under a provision of the articles of incorporation as authorized by section 414-32(b)(4); and  (2) The director's written undertaking to repay any funds advanced if the director is not entitled to mandatory indemnification under section 414-243 and it is ultimately determined under section 414-245 or 414-246 that the director has not met the relevant standard of conduct described in section 414-242.  (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 the financial ability of the director to make repayment.  (c) Authorizations under this section shall be made:  (1) By the board of directors:  (A) If there are two or more disinterested directors, by a majority vote of all the disinterested directors (a majority of whom for this purpose, shall constitute a quorum) or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote; or  (B) If there are fewer than two disinterested directors, by the vote necessary for action by the board in accordance with section 414-215(c), in which authorization directors who do not qualify as disinterested directors may participate; or  (2) By the shareholders, but shares owned by or voted under the control of a director who at the time does not qualify as a disinterested director may not be voted on the authorization. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-245 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-245 Court-ordered indemnification and advance for expenses.

  §414-245 Court-ordered indemnification and advance for expenses. (a) A director who is a party to a proceeding because the director is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice it considers necessary, the court shall:  (1) Order indemnification if the court determines that the director is entitled to mandatory indemnification under section 414-243;  (2) Order indemnification or advance for expenses if the court determines that the director is entitled to indemnification or advance for expenses pursuant to a provision authorized by section 414-249(a); or  (3) Order indemnification or advance for expenses if the court determines, in view of all the relevant circumstances, that it is fair and reasonable:  (A) To indemnify the director; or  (B) To advance expenses to the director, even if the director has not met the relevant standard of conduct set forth in section 414-242(a), failed to comply with section 414-244 or was adjudged liable in a proceeding referred to in section 414-242(d)(1) or (2), but if the director was adjudged so liable the director's indemnification shall be limited to reasonable expenses incurred in connection with the proceeding.  (b) If the court determines that the director is entitled to indemnification under subsection (a)(1) or to indemnification or advance for expenses under subsection (a)(2), it shall also order the corporation to pay the director's reasonable expenses incurred in connection with obtaining court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or advance for expenses under subsection (a)(3), it may also order the corporation to pay the director's reasonable expenses to obtain court-ordered indemnification or advance for expenses. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-246 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-246 Determination and authorization of indemnification.

  §414-246 Determination and authorization of indemnification. (a) A corporation may not indemnify a director under section 414-242 unless authorized for a specific proceeding after a determination has been made that indemnification of the director is permissible because the director has met the relevant standard of conduct set forth in section 414-242.  (b) The determination shall be made:  (1) If there are two or more disinterested directors, by the board of directors by a majority vote of all the disinterested directors (a majority of whom for this purpose shall constitute a quorum), or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote;  (2) By special legal counsel:  (A) Selected in the manner prescribed in paragraph (1); or  (B) If there are fewer than two disinterested directors, selected by the board of directors (in which selection directors who do not qualify as disinterested directors may participate); or  (3) By the shareholders, but shares owned by or voted under the control of a director who at the time does not qualify as a disinterested director may not be voted on the determination.  (c) Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than two disinterested directors or if the determination is made by special legal counsel, authorization of indemnification shall be made by those entitled under subsection (b)(2)(B) to select special legal counsel. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-247 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-247 Officers.

  §414-247 Officers. (a) A corporation may indemnify and advance expenses under this subpart to an officer of the corporation who is a party to a proceeding because the officer is an officer of the corporation:  (1) To the same extent as a director; and  (2) If the person is an officer but not a director, to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors, or contract except for:  (A) Liability in connection with a proceeding by or in the right of the corporation other than for reasonable expenses incurred in connection with the proceeding; or  (B) Liability arising out of conduct that constitutes:  (i) Receipt by the officer of a financial benefit to which the officer is not entitled;  (ii) An intentional infliction of harm on the corporation or the shareholders; or  (iii) An intentional violation of criminal law.  (b) Subsection (a)(2) shall apply to an officer who is also a director if the basis on which the officer is made a party to the proceeding is an act or omission solely as an officer.  (c) An officer of a corporation who is not a director is entitled to mandatory indemnification under section 414-243, and may apply to a court under section 414-245 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under those provisions. [L 2000, c 244, pt of §1]