reglab/statecodes huggingface dataset:
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-472 Annual report.

§414-472 Annual report.
(a) Each domestic corporation, and each foreign corporation authorized to transact business in this State, shall deliver to the department director for filing an annual report that sets forth:
(1) The name of the corporation and the state or country under whose law it is incorporated;
(2) The mailing address of its principal office and the information required by section 425R-4(a);
(3) The names and business addresses of its directors and officers; and
(4) A brief description of the nature of its business.
Domestic corporations shall also provide the total number of authorized shares, itemized by class and series, if any, within each class, and the total number of issued and outstanding shares, itemized by class and series, if any, within each class.
(b) The annual report shall be filed within the time periods prescribed in subsections (c) and (d).
(c) Notwithstanding any of the provisions of this chapter to the contrary, annual reports reflecting the period from January 1, 2002, through December 31, 2002, that would otherwise be required, may be voluntarily filed with the department director if the annual report complies with the requirements of this section.
(d) Effective January 1, 2003, for a domestic or foreign corporation whose date of incorporation or registration in this State falls between:
(1) January 1 and March 31, an annual report shall be filed on or before March 31 of each year and shall reflect the state of the corporation's affairs as of January 1 of the year when filed;
(2) April 1 and June 30, an annual report shall be filed on or before June 30 of each year and shall reflect the state of the corporation's affairs as of April 1 of the year when filed;
(3) July 1 and September 30, an annual report shall be filed on or before September 30 of each year and shall reflect the state of the corporation's affairs as of July 1 of the year when filed; and
(4) October 1 and December 31, an annual report shall be filed on or before December 31 of each year and shall reflect the state of the corporation's affairs as of October 1 of the year when filed;
provided that if a domestic or foreign corporation is incorporated or registered in the same year in which the annual report is due, the domestic or foreign corporation shall not be required to file an annual report for that year. Thereafter, the domestic or foreign corporation shall comply with the requirements of this section.
(e) If an annual report does not contain the information required by this section, the department director shall promptly notify the reporting domestic or foreign corporation in writing and return the report to it for correction. If the report is corrected to contain the information required by this section and delivered to the department director within thirty days after the effective date of notice, it is deemed to be timely filed. [L 2000, c 244, pt of §1; am L 2001, c 129, §50; am L 2002, c 130, §36; am L 2003, c 124, §18; am L 2009, c 55, §16]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-473 Penalties imposed upon corporations.

§414-473 Penalties imposed upon corporations.
Each corporation, domestic or foreign, that fails or refuses to file its annual report for any year within the time prescribed by this part shall be subject to a forfeiture of an amount to be determined by the department director not exceeding $100 for every violation, neglect, or failure, to be recovered by action brought in the name of the State by the department director. A continuance of a failure to file the required report shall be a separate offense for each thirty days of the continuance. The department director, for good cause shown, may reduce or waive the penalty imposed by this section. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-481 Application to existing domestic corporations.

§414-481 Application to existing domestic corporations.
This chapter applies to all domestic corporations in existence on July 1, 2001 that were incorporated under any general statute of this State providing for incorporation of corporations for profit if the power to amend or repeal the statute under which the corporation was incorporated was reserved. [L 2000, c 244, pt of §1]
Revision Note
"July 1, 2001" substituted for "its effective date".
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-482 Application to qualified foreign corporations.

§414-482 Application to qualified foreign corporations.
A foreign corporation authorized to transact business in this State on July 1, 2001 is subject to this chapter but is not required to obtain a new certificate of authority to transact business under this chapter. [L 2000, c 244, pt of §1]
Revision Note
"July 1, 2001" substituted for "the effective date of this chapter".
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-483 Savings provision.

§414-483 Savings provision.
(a) Except as provided in subsection (b), the repeal of a statute by this chapter does not affect:
(1) The operation of the statute or any action taken under it before its repeal;
(2) Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal;
(3) Any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal;
(4) Any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed.
(b) If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment if not already imposed shall be imposed in accordance with this chapter.
(c) Nothing in this chapter shall affect the validity of any action taken by any corporation, or shall impair or affect the validity of any provision of the articles of incorporation or bylaws adopted by any corporation, prior to July 1, 2001. [L 2000, c 244, pt of §1]
Revision Note
"July 1, 2001" substituted for "the effective date of this chapter".
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-484 Severability.

§414-484 Severability.
If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity shall not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable. [L 2000, c 244, pt of §1; am L 2001, c 129, §51]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-2 Reservation of power to amend or repeal.

§414D-2 Reservation of power to amend or repeal.
The Hawaii legislature has power to amend or repeal all or part of this chapter at any time and all domestic and foreign corporations subject to this chapter are governed by the amendment or repeal. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-3 Filing requirements.

§414D-3 Filing requirements.
(a) A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the department director.
(b) This chapter must require or permit filing of the document with the department director.
(c) The document must contain the information required by this chapter. It may contain other information as well.
(d) The document must be typewritten or printed.
(e) The document must be in the English language. However, a corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of good standing required of foreign corporations need not be in English if accompanied by an English translation under oath of the translator.
(f) The document must be certified and executed:
(1) By the presiding officer of the board of directors of a domestic or foreign corporation, by its president, or by another of its officers;
(2) If directors have not been selected or the corporation has not been formed, by an incorporator; or
(3) If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.
(g) The person executing a document shall sign it and state beneath or opposite the signature the person's name and the capacity in which the person signs. The document may but need not contain:
(1) The corporate seal;
(2) An attestation by the secretary or an assistant secretary; or
(3) An acknowledgment, verification, or proof.
(h) If the department director has prescribed a mandatory form for a document under section 414D-4, the document must be in or on the prescribed form.
(i) The document shall be delivered to the office of the department director for filing and shall be accompanied by the correct filing fee and any penalty payment required under this chapter. [L 2001, c 105, pt of §1; am L 2003, c 124, §19]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-4 Forms.

§414D-4
Forms.
(a) The department director may prescribe and furnish on request, forms for:
(1) An application for a certificate of good standing;
(2) A foreign corporation's application for a certificate of authority to transact business in this State;
(3) A foreign corporation's application for a certificate of withdrawal; and
(4) The annual report.
If the department director so requires, use of these forms is mandatory.
(b) The department director may prescribe and furnish on request forms for other documents required or permitted to be filed by this chapter but their use is not mandatory. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-5 Filing, service, and copying fees.

§414D-5 Filing, service, and copying fees.
(a) The following fees shall be paid to the department director upon the filing of corporate documents:
(1) Articles of incorporation, $50;
(2) Articles of amendment, $10;
(3) Restated articles of incorporation, $10;
(4) Articles of merger, $50;
(5) Articles of conversion, $50;
(6) Articles of dissolution, $10;
(7) Annual report of nonprofit domestic or foreign corporation, $5;
(8) Any other statement, report, certificate, application, or other corporate document, except an annual report, of a nonprofit domestic or foreign corporation, $10;
(9) Application for a certificate of authority, $50;
(10) Application for a certificate of withdrawal, $10;
(11) Reservation of corporate name, $10;
(12) Transfer of reservation of corporate name, $10;
(13) Good standing certificate, $5;
(14) Special handling fee for review of corporation documents, excluding articles of merger or conversion, $25;
(15) Special handling fee for review of articles of conversion or merger, $75;
(16) Special handling fee for certificates issued by the department, $10 per certificate;
(17) Special handling fee for certification of documents, $10; and
(18) For filings relating to registered agents, the fees established by section 425R-2.
(b) All special handling fees shall be credited to the compliance resolution fund established under section 26-9(o).
(c) The department director shall adjust the fees assessed under this section, as necessary from time to time, through rules adopted pursuant to chapter 91. [L 2001, c 105, pt of §1; am L 2003, c 124, §20; am L 2004, c 116, §4 and c 117, §2; am L 2009, c 55, §17]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-6 Effective time and date of document.

§414D-6 Effective time and date of document.
(a) Except as otherwise provided in subsection (b) and section 414D-7(c), a document is effective:
(1) At the time of filing on the date it is filed, as evidenced by the department director's endorsement on the original document; or
(2) At the time specified in the document as its effective time on the date it is filed.
(b) Articles of dissolution, articles of conversion, and articles of merger may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the thirtieth day after the date filed. [L 2001, c 105, pt of §1; am L 2003, c 124, §21]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-7 Correcting filed document.

§414D-7 Correcting filed document.
(a) A domestic or foreign corporation may correct a document filed by the department director if the document:
(1) Contains an incorrect statement; or
(2) Was defectively executed, attested, sealed, verified, or acknowledged.
(b) A document is corrected by:
(1) Preparing articles of correction that:
(A) Describe the document (including its filing date) or attach a copy of it to the articles;
(B) Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and
(C) Correct the incorrect statement or defective execution; and
(2) Delivering the articles of correction to the department director.
(c) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-8 Filing duty of the department director.

§414D-8 Filing duty of the department director.
(a) If a document delivered to the office of the department director for filing satisfies the requirements of section 414D-3, the department director shall file it.
(b) The department director files a document by stamping or otherwise endorsing it with the date and the time of receipt.
(c) If the department director refuses to file a document, the department director shall return it to the domestic or foreign corporation or its designated representative, together with a brief, written explanation of the reason or reasons for the refusal.
(d) The
department director's duty to file documents under this section is ministerial. The department director's filing or refusal to file a document does not:
(1) Affect the validity or invalidity of the document in whole or in part;
(2) Relate to the correctness or incorrectness of information contained in the document; or
(3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect. [L 2001, c 105, pt of §1; am L 2003, c 124, §22]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-9 Appeal from the department director's refusal to file document.

§414D-9 Appeal from the department director's refusal to file document.
(a) If the department director refuses to file a document delivered for filing to the department director's office, the domestic or foreign corporation may within thirty days after the return of the document appeal the refusal to the circuit court. The appeal shall be commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the department director's explanation of the refusal to file.
(b) The court may summarily order the department director to file the document or take other action the court considers appropriate.
(c) The court's final decision may be appealed as in other civil proceedings. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-10 Evidentiary effect of copy of filed document.

§414D-10 Evidentiary effect of copy of filed document.
A certificate attached to a copy of a document bearing the department director's signature (which may be in facsimile) and the seal of the department is conclusive evidence that the original document is on file with the department director. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-11 Certificates and certified copies to be received in evidence.

§414D-11
Certificates and certified copies to be received in evidence.
All certificates issued by the department director pursuant to this chapter, and all copies of documents filed in the department director's office pursuant to this chapter when certified by the department director, shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the facts stated therein. A certificate issued by the department director under the seal of the department of commerce and consumer affairs as to the existence or nonexistence of the facts relating to corporations, shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the existence or nonexistence of the facts stated therein. [L 2001, c 105, pt of §1; am L 2003, c 124, §23]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-12 Penalty for signing false document.

§414D-12 Penalty for signing false document.
(a) A person commits an offense by signing a document the person knows is false in any material respect with intent that the document be delivered to the department director for filing.
(b) An offense under this section is a class C felony. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-13 Department director; powers.

§414D-13 Department director; powers.
The department director has the power reasonably necessary to perform the duties required of the department director's office by this chapter. The department director shall adopt necessary rules pursuant to chapter 91. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-16 Private foundations.

§414D-16 Private foundations.
Except as otherwise determined by a court of competent jurisdiction, a corporation that is a private foundation as defined in section 509(a) of the Code:
(1) Shall distribute such amounts for each taxable year at such time and in such manner as not to subject the corporation to tax under section 4942 of the Code;
(2) Shall not engage in any act of self-dealing as defined in section 4941(d) of the Code;
(3) Shall not retain any excess business holdings as defined in section 4943(c) of the Code;
(4) Shall not make any investments in such manner as to subject the corporation to tax under section 4944 of the Code;
(5) Shall not make any taxable expenditures as defined in section 4945(d) of the Code. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-17 Judicial relief.

§414D-17 Judicial relief.
(a) If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members, delegates, or directors or otherwise obtain their consent in the manner prescribed by its articles, bylaws, or this chapter, then upon petition of a director, officer, delegate, or member, the court may order that the meeting be called or that a ballot or other form of obtaining the vote of members, delegates, or directors be authorized in a manner that the court finds fair and equitable under the circumstances.
(b) The court, in an order issued pursuant to this section, shall provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held pursuant to the articles, bylaws, and this chapter, whether or not the method results in actual notice to all such persons or conforms to the notice requirements that would otherwise apply. In a proceeding under this section, the court may determine who the members or directors are.
(c) The order issued pursuant to this section may dispense with any requirement relating to the holding of or voting at meetings or obtaining votes, including any requirement as to quorums or as to the number or percentage of votes needed for approval, that would otherwise be imposed by the articles, bylaws, or this chapter.
(d) Whenever practical, any order issued pursuant to this section shall limit the subject matter of meetings or other forms of consent authorized to items, including amendments to the articles or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without further resort to this section; provided an order under this section may also authorize the obtaining of whatever votes and approvals are necessary for the dissolution, merger, or sale of assets.
(e) Any meeting or other method of obtaining the vote of members, delegates, or directors conducted pursuant to an order issued under this section, and that complies with all the provisions of such order, is for all purposes a valid meeting or vote, as the case may be, and shall have the same force and effect as if it complied with every requirement imposed by the articles, bylaws, and this chapter. [L 2001, c 105, pt of §1; am L 2011, c 37, §5]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-18 Miscellaneous charges.

§414D-18 Miscellaneous charges.
The department director shall charge and collect:
(1) For furnishing a certified copy of any document, instrument, or paper relating to a corporation, $10; and
(2) At the time of any service of process on the department director as agent for service of process of a corporation, $10, which amount may be recovered as taxable costs by the party to the action causing the service to be made if that party prevails in the action. [L 2002, c 130, §4; am L 2004, c 116, §5]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-19 Shares of stock and dividends prohibited; compensation; distribution.

§414D-19 Shares of stock and dividends prohibited; compensation; distribution.
A corporation under this chapter shall not authorize or issue shares of stock except for limited-equity housing cooperatives. No dividend shall be paid and no part of the income or profit of a corporation shall be distributed to its members, directors, or officers. A corporation may pay compensation in a reasonable amount to its members, directors, or officers for services rendered, may confer benefits upon its members in conformity with its purposes, and upon dissolution or final liquidation may make distributions to its members as permitted by this chapter; provided that no such payment, benefit, or distribution shall be deemed to be a dividend or a distribution of income or profit. [L 2003, c 124, §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-20 Notice to the attorney general of commencement of proceeding.

§414D-20 Notice to the attorney general of commencement of proceeding.
(a) The attorney general shall be given written notice of the commencement of any proceeding that this chapter authorizes the attorney general to bring but that has been commenced by another person within ten days of its commencement.
(b) Whenever any provision of this chapter requires that notice be given to the attorney general before or after the commencement of a proceeding or permits the attorney general to commence a proceeding:
(1) If no proceeding has been commenced, the attorney general may take appropriate action, including but not limited to seeking injunctive relief; or
(2) If a proceeding has been commenced by a person other than the attorney general, the attorney general, as of right, may intervene in such proceeding. [L 2004, c 171, §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-32 Articles of incorporation.

§414D-32 Articles of incorporation.
(a) The articles of incorporation shall set forth:
(1) A corporate name for the corporation that satisfies the requirements of section 414D-61;
(2) The mailing address of the corporation's initial principal office and the information required by section 425R-4(a);
(3) The name and address of each incorporator;
(4) Whether or not the corporation will have members; and
(5) Provisions not inconsistent with law regarding the distribution of assets on dissolution.
(b) The articles of incorporation may set forth:
(1) The purpose or purposes for which the corporation is organized, which may be, either alone or in combination with other purposes, the transaction of any lawful activity;
(2) The names and addresses of the individuals who are to serve as the initial directors;
(3) Provisions not inconsistent with law regarding:
(A) Managing and regulating the affairs of the corporation;
(B) Defining, limiting, and regulating the powers of the corporation, its board of directors, and members (or any class of members), including but not limited to the power to merge with another corporation, convert to another type of entity, sell all or substantially all of the corporation's assets, or dissolve the corporation; and
(C) The characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members;
(4) Any provision that under this chapter is required or permitted to be set forth in the bylaws;
(5) Provisions eliminating or limiting the personal liability of a director to the corporation or members of the corporation for monetary damages for breach of the director's duties to the corporation and its members; provided that such a provision may not eliminate or limit the liability of a director:
(A) For any breach of the director's duty of loyalty to the corporation or its members;
(B) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
(C) For any transaction from which a director derived an improper personal economic benefit; or
(D) Under sections 414D-150 to 414D-152.
(c) None of the provisions specified in this section shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when the provision becomes effective.
(d) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter. [L 2001, c 105, pt of §1; am L 2002, c 130, §39; am L 2003, c 124, §24; am L 2009, c 55, §18]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-33 Incorporation.

§414D-33 Incorporation.
(a) A corporation's existence begins when the articles of incorporation are filed with the department director.
(b) The department director's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the State to cancel or revoke the incorporation or involuntarily dissolve the corporation. [L 2001, c 105, pt of §1; am L 2003, c 124, §25]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-34 Liability for preincorporation transactions.

§414D-34 Liability for preincorporation transactions.
All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-35 Organization of corporation.

§414D-35 Organization of corporation.
(a) After incorporation:
(1) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;
(2) If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators to elect:
(A) Directors and complete the organization of the corporation; or
(B) A board of directors who shall complete the organization of the corporation.
(b) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.
(c) An organizational meeting may be held in or out of the State in accordance with section 414D-143. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-36 Bylaws.

§414D-36 Bylaws.
(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
(b) The bylaws may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-37 Emergency bylaws and powers.

§414D-37 Emergency bylaws and powers.
(a) Unless the articles provide otherwise, the directors of a corporation may adopt, amend, or repeal bylaws to be effective only in an emergency defined in subsection (d). The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporation during the emergency, including:
(1) How to call a meeting of the board;
(2) Quorum requirements for the meeting; and
(3) Designation of additional or substitute directors.
(b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
(c) Corporate action taken in good faith in accordance with the emergency bylaws:
(1) Binds the corporation; and
(2) May not be used to impose liability on a corporate director, officer, employee, or agent.
(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-51 Purposes.

§414D-51 Purposes.
(a) Every corporation incorporated under this chapter has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of incorporation.
(b) A corporation engaging in an activity that is subject to regulation under another statute of this State may incorporate under this chapter only if incorporation under this chapter is not prohibited by the other statute. The corporation shall be subject to all limitations of the other statute. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-52 General powers.

§414D-52 General powers.
Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs including, without limitation, the power:
(1) To sue and be sued, complain, and defend in its corporate name;
(2) To have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing or in any other manner reproducing it;
(3) To make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of the State, for regulating and managing the affairs of the corporation;
(4) To purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;
(5) To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;
(6) To purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with, shares or other interests in, or obligations of any entity;
(7) To make contracts and guaranties, incur liabilities, borrow money, issue notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;
(8) To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment, except as limited by section 414D-151;
(9) To be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;
(10) To conduct its activities, locate offices, and exercise the powers granted by this chapter within or without this State;
(11) To elect or appoint directors, officers, employees, and agents of the corporation, define their duties, and fix their compensation;
(12) To pay pensions and establish pension plans, pension trusts, and other benefit and incentive plans for any or all of its current or former directors, officers, employees, and agents;
(13) To make donations not inconsistent with law for the public welfare or for charitable, religious, scientific, or educational purposes, and for other purposes that further the corporate interest;
(14) To impose dues, assessments, admission, and transfer fees upon its members;
(15) To establish conditions for admission of members, admit members, and issue memberships;
(16) To carry on a business;
(17) To do all things necessary or convenient, not inconsistent with law, to further the activities and affairs of the corporation. [L 2001, c 105, pt of §1]
Case Notes
Cited: 655 F. Supp. 2d 1139 (2009).
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-53 Emergency powers.

§414D-53 Emergency powers.
(a) In anticipation of or during an emergency defined in subsection (d), the board of directors of a corporation may:
(1) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and
(2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
(b) During an emergency defined in subsection (d), unless emergency bylaws provide otherwise:
(1) Notice of a meeting of the board of directors need be given only to those directors it is practicable to reach and may be given in any practicable manner, including by publication and radio; and
(2) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(c) Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation:
(1) Binds the corporation; and
(2) May not be used to impose liability on a corporate director, officer, employee, or agent.
(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-54 Ultra vires.

§414D-54 Ultra vires.
(a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.
(b) A corporation's power to act may be challenged in a proceeding against the corporation to enjoin an act where a third party has not acquired rights. The proceeding may be brought by the attorney general, a director, or by a member or members in a derivative proceeding.
(c) A corporation's power to act may be challenged in a proceeding against an incumbent or former director, officer, employee, or agent of the corporation. The proceeding may be brought by a director, the corporation, directly, derivatively, or through a receiver, a trustee, or other legal representative, or in the case of a public benefit corporation, by the attorney general. [L 2001, c 105, pt of §1; am L 2004, c 171, §5]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-61 Corporate name.

§414D-61 Corporate name.
(a) A corporate name shall not contain language stating or implying that the corporation is organized for a purpose other than that permitted by section 414D-51 and its articles of incorporation.
(b) Except as authorized by subsections (c) and (d), a corporate name shall not be the same as or substantially identical to:
(1) The name of any entity registered or authorized to transact business under the laws of this State;
(2) A corporate name reserved or registered under section 414D-62 or 414-51, the exclusive right to which is reserved at the time in this State;
(3) The fictitious name of a foreign business or nonprofit corporation authorized to transact business in this State because its real name is unavailable; or
(4) Any trade name, trademark, or service mark registered in this State.
(c) A corporation may apply to the department director for authorization to use a name that, based upon the department director's records, is substantially identical to one or more of the names described in subsection (b). The department director shall authorize the use of the name applied for if:
(1) The other entity or holder of a reserved or registered name consents in writing to the use and registration of the name, and one or more words are added by the applicant to make the name distinguishable from the name on record; or
(2) The applicant delivers to the department director a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this State.
(d) A corporation may use the name (including the fictitious name) of another domestic or foreign business or nonprofit corporation that is used in this State if the other corporation is incorporated or authorized to do business in this State and the proposed user corporation:
(1) Has merged with the other corporation;
(2) Has been formed by reorganization of the other corporation; or
(3) Has acquired all or substantially all of the assets, including the corporate name, of the other corporation.
(e) This chapter shall not control the use of fictitious names. [L 2001, c 105, pt of §1; am L 2003, c 124, §26; am L 2012, c 58, §4]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-62 Reserved name.

§414D-62 Reserved name.
(a) A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the department director for filing. Upon finding that the corporate name applied for is available, the department
director shall reserve the name for the applicant's exclusive use for a one hundred twenty-day period.
(b) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the department director a signed notice of the transfer that states the name and address of the transferee. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-64 Administrative order of abatement for infringement of corporate name.

§414D-64 Administrative order of abatement for infringement of corporate name.
(a) Any domestic corporation in good standing or foreign corporation authorized to do business in this State claiming that the name of another entity registered or authorized to transact business under the laws of this State is substantially identical to, or confusingly similar with its name, may file a petition with the department director for an administrative order of abatement to address the infringement of its name. The petition shall set forth the facts and authority that support the petitioner's claim that further use of the name should be abated. The petitioner, at the petitioner's expense, shall notify the registrant of the hearing and the registrant shall be given an opportunity to address the petition at a hearing. The notice shall be made and the hearing held in accordance with the contested case provisions of chapter 91.
(b) In addition to any other remedy or sanction allowed by law, the order of abatement may:
(1) Allow the entity to retain its registered name but require the entity to register a new trade name with the department director under which the entity shall conduct business in this State; or
(2) Require the entity to change its registered name, register a new name with the department director, and require the entity to conduct business in this State under its new name.
If an entity fails to comply with the order of abatement within sixty days, the department director may involuntarily dissolve or terminate the entity, or cancel or revoke the entity's registration or certificate of authority, after the time to appeal has lapsed and no appeal has been timely filed. The department director shall mail notice of the dissolution, termination, or cancellation to the entity at its last known mailing address. The entity shall wind up its affairs in accordance with this chapter or chapters 414, 415A, 425, 425E, and 428, as applicable.
(c) Any person aggrieved by the department director's order under this section may obtain judicial review in accordance with chapter 91 by filing a notice of appeal in circuit court within thirty days after the issuance of the department director's order. The trial by the circuit court of any such proceeding shall be de novo. Review of any final judgment of the circuit court under this section shall be governed by chapter 602. [L 2001, c 105, pt of §1; am L 2003, c 210, §6]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-71 Registered agent.

§414D-71 Registered agent.
Each corporation shall continuously maintain in this State a registered agent, who shall have a business address in this State and shall be:
(1) An individual who resides in this State;
(2) A domestic entity authorized to transact business or conduct affairs in this State; or
(3) A foreign entity authorized to transact business or conduct affairs in this State. [L 2001, c 105, pt of §1; am L 2002, c 130, §40; am L 2003, c 124, §27; am L 2012, c 58, §5]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-72 Designation or change of registered agent.

§414D-72 Designation or change of registered agent.
(a) A corporation that does not already have a registered agent shall designate its registered agent by complying with section 425R-4.
(b) A corporation may change its registered agent by complying with section 425R-7.
(c) If the registered agent changes its name, address, or type or jurisdiction of organization, the agent shall comply with the requirements of section 425R-8 or 425R-9, whichever is applicable. [L 2001, c 105, pt of §1; am L 2002, c 130, §41; am L 2012, c 58, §6]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-73 Resignation of registered agent.

§414D-73 Resignation of registered agent.
A registered agent may resign from the registered agent's appointment by complying with the requirements of section 425R-10. [L 2001, c 105, pt of §1; am L 2012, c 58, §7]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-74 Service on corporation.

§414D-74 Service on corporation.
(a) Service of any notice or process authorized by law that is issued against any domestic or foreign corporation by any court, judicial or administrative officer, or board, may be made in the manner provided by law upon any registered agent, officer, or director of the corporation who is found within the jurisdiction of the court, officer, or board; or if any registered agent, officer, or director cannot be found, upon the manager or superintendent of the corporation or any person who is found in charge of the property, business, or office of the corporation within the jurisdiction.
(b) If no officer, director, manager, superintendent, or other person in charge of the property, business, or office of the corporation can be found within the State, and the corporation has not filed with the department director pursuant to this chapter the name of a registered agent upon whom legal notice and process from the courts of the State may be served, or the person named is not found within the State, service may be made upon the corporation by registered or certified mail, return receipt requested, addressed to the corporation at its principal office.
(c) Service by using registered or certified mail is perfected at the earliest of:
(1) The date the corporation receives the mail;
(2) The date shown on the return receipt, if signed on behalf of the corporation; or
(3) Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.
(d) Nothing contained herein shall limit or affect the right to serve any process, notice, or demand required or permitted by law to be served upon a corporation in any other manner permitted by law. [L 2001, c 105, pt of §1; am L 2002, c 130, §42; am L 2003, c 124, §28; am L 2006, c 184, §10]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-81 Admission.

§414D-81 Admission.
(a) The articles or bylaws may establish criteria or procedures for the admission of members.
(b) No person shall be admitted as a member without the person's consent. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-84 Differences in rights and obligations of members.

§414D-84 Differences in rights and obligations of members.
(a) All members shall have the same rights and obligations with respect to voting, dissolution, redemption, and transfer; unless the articles or bylaws establish classes of membership with different rights or obligations.
(b) All members shall have the same rights and obligations with respect to any other matters, except as set forth in or authorized by the articles or bylaws. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-85 Member's liability to third parties.

§414D-85 Member's liability to third parties.
A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation. [L 2001, c 105, pt of §1]