reglab/statecodes huggingface dataset:
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-147 Quorum and voting.

§414D-147 Quorum and voting.
(a) Except as otherwise provided in this chapter, the articles, or the bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the articles or bylaws authorize a quorum of fewer than the greater of one-third of the number of directors in office or two directors.
(b) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless this chapter, the articles, or the bylaws require the vote of a greater number of directors. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-148 Committees of the board.

§414D-148 Committees of the board.
(a) Unless prohibited or limited by the articles or bylaws, a board of directors may create one or more committees of the board and appoint members of the board to serve on them. Each committee shall have two or more directors, who serve at the pleasure of the board.
(b) The creation of a committee and appointment of members to it must be approved by the greater of:
(1) A majority of all the directors in office when the action is taken; or
(2) The number of directors required by the articles or bylaws to take action under section 414D-147.
(c) Sections 414D-143 to 414D-147, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board, shall apply to committees of the board and their members as well.
(d) To the extent specified by the board of directors or in the articles or bylaws, each committee of the board may exercise the board's authority under section 414D-131.
(e) A committee of the board may not, however:
(1) Authorize distributions;
(2) Approve or recommend to members dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation's assets;
(3) Elect, appoint, or remove directors or fill vacancies on the board or on any of its committees; or
(4) Adopt, amend, or repeal the articles or bylaws.
(f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in section 414D-149. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-149 General standards for directors.

§414D-149 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) In a manner that is consistent with the director's duty of loyalty to the corporation;
(3) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(4) In a manner the director reasonably believes to be in the best interests of the corporation.
(b) In discharging the director's duties, a 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 which the director is not a member, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence.
(c) 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 (b) unwarranted.
(d) A director is not liable to the corporation, any member, or any other person for any action taken or not taken as a director, if the director acted in compliance with this section.
(e) A director shall not be deemed to be a trustee with respect to the corporation or with respect to any property held or administered by the corporation, including without limit, property that may be subject to restrictions imposed by the donor or transferor of the property.
(f) Any person who serves as a director to the corporation without remuneration or expectation of remuneration shall not be liable for damage, injury, or loss caused by or resulting from the person's performance of, or failure to perform duties of, the position to which the person was elected or appointed, unless the person was grossly negligent in the performance of, or failure to perform, such duties. For purposes of this section, remuneration does not include payment of reasonable expenses and indemnification or insurance for actions as a director as allowed by sections 414D-159 to 414D-167. [L 2001, c 105, pt of §1; am L 2002, c 130, §52; am L 2017, c 87, §2]
Case Notes
While plaintiff, a consultant, claimed that defendant, chairman of the board of the Hawaii Health Connector, in light of the exchange's insolvency, had a fiduciary duty to plaintiff, the court found that plaintiff's breach of fiduciary duty claim should be dismissed. The complaint did not allege that any of the defendants were remunerated for their services or that they were grossly negligent in carrying out their duties. 236 F. Supp. 3d 1267 (2017).
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-151 Loans to or guaranties for directors and officers.

§414D-151 Loans to or guaranties for directors and officers.
(a) A corporation may not lend money to or guaranty the obligation of a director or officer of the corporation.
(b) The fact that a loan or guaranty is made in violation of this section shall not affect the borrower's liability on the loan. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-152 Liability for unlawful distributions.

§414D-152 Liability for unlawful distributions.
(a) Unless a director complies with the applicable standards of conduct described in section 414D-149, a director who votes for or assents to a distribution made in violation of this chapter shall be personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this chapter.
(b) A director held liable for an unlawful distribution under subsection (a) is entitled to contribution from:
(1) Every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in section 414D-149; and
(2) Each person who received an unlawful distribution for the amount of the distribution whether or not the person receiving the distribution knew it was made in violation of this chapter. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-153 Required officers.

§414D-153 Required officers.
(a) A corporation shall have the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.
(b) The bylaws or the board shall delegate responsibility to one of the officers to prepare minutes of the directors' and members' meetings and to authenticate records of the corporation.
(c) The same individual may simultaneously hold more than one office in a corporation.
(d) Officers of the corporation shall be elected or appointed at such time and in such manner and for such terms as may be prescribed in the articles of incorporation or the bylaws. In the absence of any such provision, all officers shall be elected or appointed for a term not to exceed one year by the board of directors. [L 2001, c 105, pt of §1; am L 2002, c 130, §53]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-154 Duties and authority of officers.

§414D-154 Duties and authority 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 and authority prescribed in a resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-155 Standards of conduct for officers.

§414D-155 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) In a manner that is consistent with the officer's duty of loyalty to the corporation;
(3) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(4) In a manner the officer reasonably believes to be in the best interests of the corporation and its members, if any.
(b) In discharging an officer's duties, an 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 who 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 to the corporation, any member, or other person for any action taken or not taken as an officer, if the officer acted in compliance with this section.
(e) Any person who serves as an officer to the corporation without remuneration or expectation of remuneration shall not be liable for damage, injury, or loss caused by or resulting from the person's performance of or failure to perform duties of the position to which the person was appointed, unless the person was grossly negligent in the performance of or failure to perform the duties. For purposes of this section, remuneration does not include payment of reasonable expenses and indemnification or insurance for actions as an officer as allowed by sections 414D-159 to 414D-167. [L 2001, c 105, pt of §1; am L 2002, c 130, §54; am L 2017, c 87, §3; am L 2019, c 65, §5]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-156 Resignation and removal of officers.

§414D-156 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 effective unless the notice specifies a future effective date. If a resignation is made effective at a future 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 provides that the successor does not take office until the effective date.
(b) Except as otherwise provided in the articles of incorporation or bylaws, a board may remove any officer at any time with or without cause. [L 2001, c 105, pt of §1; am L 2002, c 130, §55]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-157 Contract rights of officers.

§414D-157 Contract rights of officers.
(a) The appointment of an officer shall not itself create contract rights.
(b) An officer's removal shall not affect the officer's contract rights, if any, with the corporation. An officer's resignation shall not affect the corporation's contract rights, if any, with the officer. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-158 Officers' authority to execute documents.

§414D-158 Officers' authority to execute documents.
Any contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the contract or other instrument if it is signed by any two officers in category 1 below, or by one officer in category 1 below and one officer in category 2 below.
(1) Category 1: The presiding officer of the board and the president; and
(2) Category 2: A vice president, the secretary, treasurer, and executive director. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-159 Definitions.

§414D-159 Definitions.
Sections 414D-160 to 414D-167 shall incorporate the following definitions:
"Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction.
"Director" means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the corporation's request if the director's duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a director.
"Expenses" includes counsel fees.
"Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses actually incurred with respect to a proceeding.
"Official capacity" means with respect to a director, the office of director in a corporation and with respect to an individual other than a director as contemplated in section 414D-165, the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation. "Official capacity" does not include service for any other foreign or domestic business or nonprofit corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise.
"Party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.
"Proceeding" means any threatened, pending, or completed action, suit, or proceeding whether civil, criminal, administrative, or investigative and whether formal or informal. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-160 Authority to indemnify.

§414D-160 Authority to indemnify.
(a) Except as provided in subsection (d), a corporation may indemnify a former or current director made a party to a proceeding by reason of the fact that the individual was or is a director, against liability incurred in the proceeding if:
(1) The individual conducted the individual's self in good faith; and
(2) The individual reasonably believed:
(A) In the case of conduct in an official capacity, that the individual's conduct was in the corporation's best interests;
(B) In all other cases, the individual's conduct, at a minimum, did not oppose the corporation's best interests; and
(3) In the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful.
(b) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirements of subsection (a)(2)(B).
(c) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, is not by itself determinative of a director's failure to meet the standard of conduct described in this section.
(d) A corporation may not indemnify a director's liability under this section where the director's liability has been determined:
(1) In connection with a proceeding by or in the right of the corporation; or
(2) In connection with any other proceeding whether or not involving action in an official capacity, in which the director was found liable on the basis of the director's improper receipt of a personal benefit.
(e) Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding. [L 2001, c 105, pt of §1; am L 2008, c 54, §4]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-161 Mandatory indemnification.

§414D-161 Mandatory indemnification.
Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation, against reasonable expenses actually incurred by the director in connection with the proceeding. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-162 Advance for expenses.

§414D-162 Advance for expenses.
(a) A corporation, before final disposition of a proceeding, may advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding; provided:
(1) The director furnishes the corporation with a written affirmation of the director's good faith belief that the director has met the standard of conduct described in section 414D-160;
(2) The director furnishes the corporation with a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct; and
(3) A determination is made that the facts then known to those making the determination would not preclude indemnification under this part.
(b) The undertaking required by subsection (a)(2) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.
(c) Determinations and authorizations of payments under this section shall be made in the manner specified in section 414D-164. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-163 Court-ordered indemnification.

§414D-163 Court-ordered indemnification.
Unless limited by a corporation's articles of incorporation, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary may order indemnification in the amount it considers proper if it determines:
(1) The director is entitled to mandatory indemnification under section 414D-161, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; or
(2) The director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in section 414D-160(a) or was found liable as described in section 414D-160(d), but if the director was found liable indemnification is limited to reasonable expenses incurred. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-164 Determination and authorization of indemnification.

§414D-164 Determination and authorization of indemnification.
(a) A corporation may not indemnify a director under section 414D-160 unless authorized in the specific case after a determination has been made that the director has met the standard of conduct set forth in section 414D-160.
(b) The determination shall be made by the board of directors by majority vote of a quorum consisting of directors who are not at the time parties to the proceeding.
(c) The determination shall be made by majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate) consisting solely of two or more directors not at the time parties to the proceeding if a quorum cannot be obtained under subsection (b).
(d) The determination shall be made by special legal counsel selected by:
(1) The board of directors or its committee in the manner prescribed in subsection (b) or (c); or
(2) Majority vote of the full board (in which selection directors who are parties may participate) if a quorum of the board cannot be obtained under subsection (b) and a committee cannot be designated under subsection (c).
(e) The determination shall be made by the members but directors who are at the time parties to the proceeding may not vote on the determination.
(f) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection (d) to select counsel. [L 2001, c 105, pt of §1; am L 2002, c 130, §56]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-165 Indemnification of officers, employees, and agents.

§414D-165 Indemnification of officers, employees, and agents.
(a) An officer of the corporation who is not a director, unless limited by a corporation's articles of incorporation, is entitled to mandatory indemnification under section 414D-161, and is entitled to apply for court-ordered indemnification under section 414D-163 in each case, to the same extent as a director.
(b) The corporation, unless limited by a corporation's articles of incorporation, may indemnify and advance expenses under this part to an officer, employee, or agent of the corporation who is not a director to the same extent as to a director.
(c) A corporation may also, unless limited by a corporation's articles of incorporation, indemnify and advance expenses to an officer, employee, or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-166 Insurance.

§414D-166 Insurance.
A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify the person against the same liability under section 414D-160 or 414D-161. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-167 Application of this part.

§414D-167 Application of this part.
(a) A provision treating a corporation's indemnification of or advance for expenses to directors that is contained in its articles of incorporation, bylaws, a resolution of its members or board of directors, or in a contract or otherwise, is valid only if and to the extent the provision is consistent with this part. If articles of incorporation limit indemnification or advances for expenses, indemnification and advances for expenses are valid only to the extent consistent with the articles.
(b) This part shall not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with appearing as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding.
(c) A corporation, by a provision in its articles of incorporation or bylaws, in a resolution adopted, or in a contract approved by its board of directors or members, may obligate itself, in advance of the act or omission giving rise to a proceeding, to provide indemnification in accordance with section 414D-160 or advance funds to pay for or reimburse expenses in accordance with section 414D-162. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in [sections] 414D-164 and 414D-162(c). Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall be deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with section 414D-162 to the fullest extent permitted by law, unless the provision specifically provides otherwise. [L 2001, c 105, pt of §1; am L 2003, c 81, §2]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-181 Authority to amend.

§414D-181 Authority to amend.
A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the effective date of the amendment. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-182 Procedure to amend articles of incorporation.

§414D-182
Procedure to amend articles of incorporation.
(a) Amendments to the articles of incorporation shall be made in the following manner:
(1) If any members are entitled to vote on an amendment, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at an annual, regular, or special meeting of the members. Notice setting forth the proposed amendment or a summary of the changes to be effected by the proposed amendments shall be given to each member entitled to vote at the meeting within the time and in the manner provided in this chapter for the giving of notice of meetings to members. The proposed amendment shall be adopted upon receiving at least two-thirds of the votes that members present at the meeting or represented by proxy are entitled to cast; and
(2) If there are no members or no members entitled to vote on an amendment, an amendment shall be adopted at a meeting of the board of directors upon its receiving the vote of a majority of the directors in office.
(b) Any number of amendments may be submitted and voted upon at any one meeting. [L 2001, c 105, pt of §1; am L 2011, c 37, §12; am L 2012, c 58, §9]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-183 Articles of amendment.

§414D-183 Articles of amendment.
A corporation amending its articles shall deliver to the department director articles of amendment setting forth:
(1) The name of the corporation;
(2) The text of each amendment adopted;
(3) The date of each amendment's adoption;
(4) If approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators;
(5) If approval by members was required:
(A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably voting on the amendment; and
(B) Either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that class;
(6) If approval of the amendment by some person or persons other than the members, the board, or the incorporators is required pursuant to section 414D-188, a statement that the approval was obtained. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-185 Amendment pursuant to judicial reorganization.

§414D-185 Amendment pursuant to judicial reorganization.
(a) A corporation's articles may be amended without board approval or approval by the members or approval required pursuant to section 414D-188 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles after amendment contain only provisions required or permitted by section 414D-32.
(b) The individual or individuals designated by the court shall deliver to the department director articles of amendment setting forth:
(1) The name of the corporation;
(2) The text of each amendment approved by the court;
(3) The date of the court's order or decree approving the articles of amendment;
(4) The title of the reorganization proceeding in which the order or decree was entered; and
(5) A statement that the court had jurisdiction of the proceeding under federal statute.
(c) This section shall not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-186 Effect of amendment and restatement.

§414D-186 Effect of amendment and restatement.
An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, any requirement or limitation imposed upon the corporation or any property held by it by virtue of any trust upon which the property is held by the corporation, or the existing rights of persons other than members of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-187 Bylaws.

§414D-187 Bylaws.
The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the board of directors unless otherwise provided in the articles of incorporation or the bylaws. The bylaws may contain any provisions for the regulation and management of the affairs of a corporation not inconsistent with law or the articles of incorporation. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-188 Approval by third persons.

§414D-188 Approval by third persons.
The articles may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such a provision in the articles may only be amended with the approval in writing of such person or persons. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-200 Definitions

§414D-200 Definitions
. As used in this part:
"Association" means an association organized under chapter 421 or 421C.
"Merger" means the procedure authorized by this part in which one domestic or foreign entity combines with one or more domestic or foreign entities resulting in either one surviving entity or one new entity.
"Organizing articles" means:
(1) For an association, corporation, or nonprofit corporation, the articles of incorporation;
(2) For a general partnership
or limited liability partnership, the registration statement;
(3) For a limited partnership, the certificate of limited partnership; and
(4) For a limited liability company, the articles of organization.
"Other business entity" means a profit corporation, limited liability company, general partnership, limited partnership, limited liability partnership, or association. [L 2004, c 121, §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-201 Merger.

§414D-201 Merger.
(a) Pursuant to a plan of merger approved as provided in section 414D €“202, a domestic or foreign corporation may merge with one or more domestic professional corporations, or with one or more associations, one or more corporations, or other business entities organized under the laws of this State, any state or territory of the United States, any foreign jurisdiction, or any combination thereof, with one of the domestic professional corporations, associations, domestic or foreign corporations, or other business entities whether domestic or foreign, being the surviving entity as provided in the plan; provided that the merger is permitted by the law of the state or country under whose law each foreign corporation that is a party to the merger is organized.
(b) The plan of merger shall set forth:
(1) The name and jurisdiction of formation or organization of each entity that is a party to the merger, and the name of the surviving entity into which each plans to merge;
(2) The terms and conditions of the merger;
(3) The manner and basis for converting memberships of each merging corporation into memberships, obligations, or securities of the surviving entity or into cash or other property in whole or part;
(4) The street address of the surviving entity's principal place of business, or if no street address is available, the rural post office number or post office box designated or made available by the United States Postal Service; and
(5) Amendments, if any, to the organizing articles of the surviving entity or, if no amendments are desired, a statement that the organizing articles of the surviving entity shall not be amended pursuant to the merger.
(c) A plan of merger may set forth other provisions relating to the merger.
(d) If a foreign corporation survives a merger, it shall not do business in this State until an application for a certificate of authority is filed with the department director if the foreign corporation is not already authorized to do business in the State.
(e) The surviving entity shall furnish a copy of the plan of merger, on request and without cost, to any member or shareholder of any entity that is a party to the merger. [L 2001, c 105, pt of §1; am L 2002, c 41, §13; am L 2004, c 121, §16]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-201.5 Foreign mergers.

§414D-201.5 Foreign mergers.
(a) Whenever a foreign entity authorized to transact business in this State shall be a party to a statutory merger permitted by the laws of the state or country under which it is organized, and the foreign entity shall be the surviving entity, it shall, within sixty days after the merger becomes effective, file with the department director a certificate evidencing the merger, duly authenticated by the proper officer of the state or country under the laws of which the statutory merger was effectuated. The certificate evidencing the merger shall be evidence of a change of name if the name of the surviving entity is changed thereby. If the certificate is in a foreign language, a translation attested to under oath by the translator shall accompany the certificate.
(b) Whenever a foreign entity authorized to transact business in this State shall be a party to a statutory merger permitted by the laws of the state or country under the laws of which it is organized, and that entity shall not be the surviving entity, the surviving entity shall, within sixty days after the merger becomes effective, file with the department director a certificate evidencing the merger in the form prescribed by subsection (a). [L 2002, c 41, §2; am L 2003, c 124, §30; am L 2004, c 121, §17]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-203 Articles of merger.

§414D-203 Articles of merger.
(a) After a plan of merger is approved by the board of directors and, if required by section 414D-202, by the members and any other persons, articles of merger shall be signed on behalf of each corporation and each other entity that is a party to the merger and shall be delivered to the department director for filing. The articles of merger shall set forth:
(1) The name and jurisdiction of each entity that is a party to the merger, and the name, address, and jurisdiction of the surviving entity;
(2) A statement that the plan of merger has been approved by each entity involved in the merger;
(3) A statement indicating any changes in the organizing articles of the surviving entity to be given effect by the merger; provided that if no changes are made, a statement that the organizing articles of the surviving entity shall not be amended pursuant to the merger; and
(4) A statement that includes:
(A) An agreement that the surviving entity may be served with process in this State in any action or proceeding for the enforcement of any liability or obligation of any entity previously subject to suit in this State that is to merge;
(B) An irrevocable appointment of a resident of this State as its agent to accept service of process in a proceeding under subparagraph (A), that includes the resident's street address in this State; and
(C) An agreement for the enforcement, as provided in this chapter, of the right of any dissenting member, shareholder, or partner to receive payment for their interest against the surviving entity.
(b) If the articles of merger provide for a future effective date, and:
(1) The plan of merger is amended to change the future effective date;
(2) The plan of merger permits the amendment of the articles of merger to change the future effective date without an amendment to the plan of merger; or
(3) The plan of merger is amended to change any other matter contained in the articles of merger so as to make the articles of merger inaccurate in any material respect, prior to the future effective date;
then the articles of merger shall be amended by filing with the department director articles of amendment that identify the articles of merger and set forth the amendment to the articles of merger.
If the articles of merger provide for a future effective date and if the plan of merger is terminated prior to the future effective date, the articles of merger shall be terminated by filing with the department director a certificate of termination that identifies the articles of merger and the plan of merger and states that the plan of merger has been terminated.
(c) Articles of merger operate as an amendment to the corporation's articles of incorporation. [L 2001, c 105, pt of §1; am L 2002, c 41, §15; am L 2003, c 124, §31; am L 2004, c 121, §18; am L 2006, c 184, §11]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-204 Effect of merger.

§414D-204 Effect of merger.
(a) When a merger takes effect:
(1) Every corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases;
(2) The title to all real estate and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment subject to any and all conditions to which the property was subject prior to the merger;
(3) The surviving corporation has all liabilities and obligations of each corporation party to the merger;
(4) A proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased; and
(5) The articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger.
(b) If a surviving entity fails to appoint or maintain an agent designated for service of process in this State or the agent for service of process cannot with reasonable diligence be found at the designated office, service of process may be made upon the surviving entity by sending a copy of the process by registered or certified mail, return receipt requested, to the surviving corporation at the address set forth in the articles of merger. Service is effected under this subsection at the earliest of:
(1) The date the corporation receives the process, notice, or demand;
(2) The date shown on the return receipt, if signed on behalf of the corporation; or
(3) Five days after its deposit in the mail, if mailed postpaid and correctly addressed. [L 2001, c 105, pt of §1; am L 2002, c 41, §16]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-206 Bequests, devises, and gifts.

§414D-206 Bequests, devises, and gifts.
Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, that is made to a constituent corporation and that takes effect or remains payable after the merger, inures to the surviving corporation unless the will or other instrument otherwise specifically provides. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-210.1 Effect of conversion.

§414D-210.1 Effect of conversion.
When a conversion becomes effective:
(1) The converting entity shall continue to exist without interruption, but in the organizational form of the converted entity;
(2) All rights, title, and interest in all real estate and other property owned by the converting entity shall automatically be owned by the converted entity without reversion or impairment, subject to any existing liens or other encumbrances;
(3) All liabilities and obligations of the converting entity shall automatically be liabilities and obligations of the converted entity without impairment or diminution due to the conversion;
(4) The rights of creditors of the converting entity shall continue against the converted entity and shall not be impaired or extinguished by the conversion;
(5) Any action or proceeding pending by or against the converting entity may be continued by or against the converted entity without any need for substitution of parties; and
(6) If the converted entity is a foreign corporation or other business entity incorporated under a law other than the law of this State, the converted entity shall file with the department director:
(A) An agreement that the converted entity may be served with process in this State in any action or proceeding for the enforcement of any liability or obligation of the converting domestic corporation; and
(B) An irrevocable appointment of a resident of this State, including the street address, as its agent to accept service of process in any such proceeding. [L 2017, c 87, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-211 Limitations on merger by public benefit corporations.

§414D-211 Limitations on merger by public benefit corporations.
(a) Without the prior approval of the circuit court for the first circuit in a proceeding in which the attorney general has been given written notice, a public benefit corporation may merge only with:
(1) A public benefit corporation;
(2) A foreign corporation that would qualify under this chapter as a public benefit corporation;
(3) A wholly owned corporation, if the public benefit corporation is the surviving corporation and continues to be a public benefit corporation after the merger;
(4) A corporation; provided that:
(A) On or prior to the effective date of the merger, assets with an equal value to the greater of the fair market value of the net tangible and intangible assets (including goodwill) of the public benefit corporation, or the fair market value of the public benefit corporation if it were to be operated as a business concern, are transferred to one or more persons who would have received its assets under section 414D-245(a)(5) and (6) had it dissolved;
(B) The public benefit corporation shall return, transfer, or convey an asset held by it upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the merger, in accordance with such condition; and
(C) The merger is approved by a majority of directors of the public benefit corporation who are not and will not become members or shareholders in or officers, employees, agents, or consultants of the surviving corporation.
(b) At least twenty days before the consummation of any merger of a public benefit corporation pursuant to subsection (a)(4), notice, including a copy of the proposed plan of merger, shall be delivered to the attorney general.
(c) Without the prior written approval of the attorney general or the circuit court for the first circuit, in a proceeding in which the attorney general has been given written notice, no member of a public benefit corporation may receive or keep anything as a result of a merger other than a membership in the surviving public benefit corporation. The court shall approve the transaction if it is in the public interest. [L 2004, c 171, §2]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-221 Sale of assets in regular course of activities and mortgage of assets.

§414D-221 Sale of assets in regular course of activities and mortgage of assets.
(a) A corporation, on the terms and conditions and for the consideration determined by the board of directors, may:
(1) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of its activities; or
(2) Mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of its property whether or not in the usual and regular course of its activities.
(b) Unless the articles require it, approval of the members or any other person of a transaction described in subsection (a) is not required. [L 2001, c 105, pt of §1]