reglab/statecodes huggingface dataset:
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-221 General standards for directors.

§414-221 General standards for directors.
(a) A director shall discharge the director's duties as a director, including the director's duties as a member of a committee:
(1) In good faith;
(2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(3) In a manner the director reasonably believes to be in the best interests of the corporation.
(b) In determining the best interests of the corporation, a director, in addition to considering the interests of the corporation's shareholders, may consider, in the director's discretion, any of the following factors:
(1) The interests of the corporation's employees, customers, suppliers, and creditors;
(2) The economy of the State and the nation;
(3) Community and societal considerations, including, without limitation, the impact of any action upon the communities in or near which the corporation has offices or operations; and
(4) The long-term as well as short-term interests of the corporation and its shareholders, including, without limitation, the possibility that these interests may be best served by the continued independence of the corporation.
(c) In discharging duties as a director, the director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(1) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;
(2) Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or
(3) A committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.
(d) A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (c) unwarranted.
(e) A director is not liable for any action taken as a director, or any failure to take any action, if the director performed the duties of the director's office in compliance with this section. [L 2000, c 244, pt of §1]
Law Journals and Reviews
The "Aloha Corporation:" Infusing the Culture of Hawai`i to Broaden the Perspective of Business and Return to Community. 34 UH L. Rev. 221 (2012).
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-222 Limitation of liability of directors; shareholder approval required.

§414-222 Limitation of liability of directors; shareholder approval required.
(a) A corporation may eliminate or limit the personal liability of its directors in any action brought by the shareholders or the corporation for monetary damages against any director of the corporation for any action taken, or any failure to take any action, as a director; provided that:
(1) The elimination or limitation shall be authorized, directed, or provided for in:
(A) The articles of incorporation of the corporation; or
(B) Any duly adopted amendment of the articles of incorporation; and
(2) If the provision eliminating or limiting the personal liability of a corporation's directors is authorized, directed, or provided for by amendments to the articles of incorporation, it shall be adopted upon the affirmative vote of the holders of two-thirds of the shares represented at the shareholders' meeting and entitled to vote; provided that the vote also constitutes a majority of the shares entitled to vote.
(b) A corporation shall not eliminate or limit the personal liability of a director for:
(1) The amount of a financial benefit received by a director to which the director is not entitled;
(2) An intentional infliction of harm on the corporation or the shareholders;
(3) A violation of section 414-223; or
(4) An intentional violation of criminal law.
(c) The shareholders of the corporation shall receive written notice of any proposal by the corporation to eliminate or limit the personal liability of the directors under subsection (a)(2), and the corporation shall in such cases submit the duly adopted amendment to the articles of incorporation to the department director.
(d) Nothing in this section shall impair or affect the validity of any provisions of the bylaws of a corporation eliminating or limiting the personal liability of the directors, which were authorized, directed, or provided for and approved by the shareholders of the corporation in compliance with then existing law prior to July 1, 1996. [L 2000, c 244, pt of §1; am L 2001, c 129, §24]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-223 Liability for unlawful distributions.

§414-223 Liability for unlawful distributions.
(a) A director who votes for or assents to a distribution made in violation of section 414-111 or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating section 414-111 or the articles of incorporation, if it is established that the director did not perform the director's duties in compliance with section 414-221. In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director.
(b) A director held liable under subsection (a) for an unlawful distribution is entitled to contribution:
(1) From every other director who could be held liable under subsection (a) for the unlawful distribution; and
(2) From each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of section 414-111 or the articles of incorporation.
(c) A proceeding under this section is barred unless it is commenced within two years after the date on which the effect of the distribution was measured under section 414-111(e) or (g).
(d) Nothing in this chapter shall prohibit the distribution of assets to shareholders permitted or authorized by the Federal Housing Commissioner by any corporation organized for the purpose of providing housing for rent pursuant to regulations of the Federal Housing Commissioner under the provisions of Title VIII of the National Housing Act, as amended, where the principal assets of the corporation consist of real property belonging to the United States and leased to the corporation pursuant to Title VIII of the National Housing Act as amended or supplemented from time to time. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-231 Required officers.

§414-231 Required officers.
(a) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.
(b) A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors.
(c) The bylaws or the board of directors shall delegate to one of the officers responsibility for preparation and custody of minutes of the directors' and shareholders' meetings and for authenticating records of the corporation.
(d) The same individual may simultaneously hold more than one office in a corporation. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-232 Duties of officers.

§414-232 Duties of officers.
Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-233 Standards of conduct for officers.

§414-233 Standards of conduct for officers.
(a) An officer with discretionary authority shall discharge the officer's duties under that authority:
(1) In good faith;
(2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(3) In a manner the officer reasonably believes to be in the best interests of the corporation.
(b) In discharging the duties of an officer, the officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(1) One or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or
(2) Legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.
(c) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.
(d) An officer is not liable for any action taken as an officer, or any failure to take any action, if the officer performed the duties of the officer's office in compliance with this section. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-234 Resignation and removal of officers.

§414-234 Resignation and removal of officers.
(a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.
(b) Any officer may be removed by the board of directors whenever in its judgment the best interests of the corporation will be served thereby, but the removal shall be without prejudice to the contract rights, if any, of the person so removed. [L 2000, c 244, pt of §1; am L 2001, c 129, §25]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-235 Contract rights of officers.

§414-235 Contract rights of officers.
(a) The appointment or election of an officer does not itself create contract rights.
(b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-241 Definitions.

§414-241 Definitions.
As used in this subpart:
"Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger.
"Director" or "officer" means an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity. A director or officer is considered to be serving an employee benefit plan at the corporation's request if the duties of the director or officer to the corporation also impose duties on, or otherwise involve services by, the director or officer to the plan or to participants in or beneficiaries of the plan. "Director" or "officer" includes, unless the context requires otherwise, the estate or personal representative of a director or officer.
"Disinterested director" means a director who, at the time of a vote referred to in section 414-244(c) or a vote or selection referred to in section 414-246(b) or (c), is not:
(1) A party to the proceeding; or
(2) An individual having a familial, financial, professional, or employment relationship with the director whose indemnification or advance for expenses is the subject of the decision being made, which relationship would, in the circumstances, reasonably be expected to exert an influence on the director's judgment when voting on the decision being made.
"Expenses" includes counsel fees.
"Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding.
"Official capacity" means:
(1) When used with respect to a director, the office of director in a corporation; and
(2) When used with respect to an officer, as contemplated in section 414-247, the office in a corporation held by the officer.
"Official capacity" does not include service for any other domestic or foreign corporation or any partnership, joint venture, trust, employee benefit plan, or other entity.
"Party" means an individual who was, is, or is threatened to be made, a defendant or respondent in a proceeding.
"Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-242 Permissible indemnification.

§414-242 Permissible indemnification.
(a) Except as otherwise provided in this section, a corporation may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if:
(1) (A) The individual conducted the individual's self in good faith; and
(B) The individual reasonably believed:
(i) In the case of conduct of official capacity, that the individual's conduct was in the best interests of the corporation; and
(ii) In all other cases, that the individual's conduct was at least not opposed to the best interests of the corporation; and
(C) In the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful; or
(2) The individual engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation (as authorized by section 414-32(b)(5)).
(b) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in, and the beneficiaries of, the plan is conduct that satisfies the requirement of subsection (a)(1)(B)(ii).
(c) The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the director did not meet the relevant standard of conduct described in this section.
(d) Unless ordered by a court under section 414-245(a)(3), a corporation may not indemnify a director:
(1) In connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under subsection (a); or
(2) In connection with any proceeding with respect to conduct for which the director was adjudged liable on the basis that the director received a financial benefit to which the director was not entitled, whether or not involving action in the director's official capacity. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-243 Mandatory indemnification.

§414-243 Mandatory indemnification.
A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-244 Advance for expenses.

§414-244 Advance for expenses.
(a) A corporation, before final disposition of a proceeding, may advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding because the director is a director if the director delivers to the corporation:
(1) A written affirmation of the director's good faith belief that the director has met the relevant standard of conduct described in section 414-242 or that the proceeding involves conduct for which liability has been eliminated under a provision of the articles of incorporation as authorized by section 414-32(b)(4); and
(2) The director's written undertaking to repay any funds advanced if the director is not entitled to mandatory indemnification under section 414-243 and it is ultimately determined under section 414-245 or 414-246 that the director has not met the relevant standard of conduct described in section 414-242.
(b) The undertaking required by subsection (a)(2) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.
(c) Authorizations under this section shall be made:
(1) By the board of directors:
(A) If there are two or more disinterested directors, by a majority vote of all the disinterested directors (a majority of whom for this purpose, shall constitute a quorum) or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote; or
(B) If there are fewer than two disinterested directors, by the vote necessary for action by the board in accordance with section 414-215(c), in which authorization directors who do not qualify as disinterested directors may participate; or
(2) By the shareholders, but shares owned by or voted under the control of a director who at the time does not qualify as a disinterested director may not be voted on the authorization. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-245 Court-ordered indemnification and advance for expenses.

§414-245 Court-ordered indemnification and advance for expenses.
(a) A director who is a party to a proceeding because the director is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice it considers necessary, the court shall:
(1) Order indemnification if the court determines that the director is entitled to mandatory indemnification under section 414-243;
(2) Order indemnification or advance for expenses if the court determines that the director is entitled to indemnification or advance for expenses pursuant to a provision authorized by section 414-249(a); or
(3) Order indemnification or advance for expenses if the court determines, in view of all the relevant circumstances, that it is fair and reasonable:
(A) To indemnify the director; or
(B) To advance expenses to the director, even if the director has not met the relevant standard of conduct set forth in section 414-242(a), failed to comply with section 414-244 or was adjudged liable in a proceeding referred to in section 414-242(d)(1) or (2), but if the director was adjudged so liable the director's indemnification shall be limited to reasonable expenses incurred in connection with the proceeding.
(b) If the court determines that the director is entitled to indemnification under subsection (a)(1) or to indemnification or advance for expenses under subsection (a)(2), it shall also order the corporation to pay the director's reasonable expenses incurred in connection with obtaining court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or advance for expenses under subsection (a)(3), it may also order the corporation to pay the director's reasonable expenses to obtain court-ordered indemnification or advance for expenses. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-246 Determination and authorization of indemnification.

§414-246 Determination and authorization of indemnification.
(a) A corporation may not indemnify a director under section 414-242 unless authorized for a specific proceeding after a determination has been made that indemnification of the director is permissible because the director has met the relevant standard of conduct set forth in section 414-242.
(b) The determination shall be made:
(1) If there are two or more disinterested directors, by the board of directors by a majority vote of all the disinterested directors (a majority of whom for this purpose shall constitute a quorum), or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote;
(2) By special legal counsel:
(A) Selected in the manner prescribed in paragraph (1); or
(B) If there are fewer than two disinterested directors, selected by the board of directors (in which selection directors who do not qualify as disinterested directors may participate); or
(3) By the shareholders, but shares owned by or voted under the control of a director who at the time does not qualify as a disinterested director may not be voted on the determination.
(c) Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than two disinterested directors or if the determination is made by special legal counsel, authorization of indemnification shall be made by those entitled under subsection (b)(2)(B) to select special legal counsel. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-247 Officers.

§414-247 Officers.
(a) A corporation may indemnify and advance expenses under this subpart to an officer of the corporation who is a party to a proceeding because the officer is an officer of the corporation:
(1) To the same extent as a director; and
(2) If the person is an officer but not a director, to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors, or contract except for:
(A) Liability in connection with a proceeding by or in the right of the corporation other than for reasonable expenses incurred in connection with the proceeding; or
(B) Liability arising out of conduct that constitutes:
(i) Receipt by the officer of a financial benefit to which the officer is not entitled;
(ii) An intentional infliction of harm on the corporation or the shareholders; or
(iii) An intentional violation of criminal law.
(b) Subsection (a)(2) shall apply to an officer who is also a director if the basis on which the officer is made a party to the proceeding is an act or omission solely as an officer.
(c) An officer of a corporation who is not a director is entitled to mandatory indemnification under section 414-243, and may apply to a court under section 414-245 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under those provisions. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-248 Insurance.

§414-248 Insurance.
A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer of the corporation, serves at the corporation's request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity, against liability asserted against or incurred by the director or officer in that capacity or arising from the director's or officer's status as a director or officer, whether or not the corporation would have power to indemnify or advance expenses to the director or officer against the same liability under this subpart. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-249 Variation by corporate action; application of subpart.

§414-249 Variation by corporate action; application of subpart.
(a) A corporation, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, may obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with section 414-242 or advance funds to pay for or reimburse expenses in accordance with section 414-244. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in section 414-244(c) and 414-246(c). Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall be deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with section 414-244 to the fullest extent permitted by law, unless the provision specifically provides otherwise.
(b) Any provision pursuant to subsection (a) shall not obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation, pertaining to conduct with respect to the predecessor, unless otherwise specifically provided. Any provision for indemnification or advance for expenses in the articles of incorporation, bylaws, or a resolution of the board of directors or shareholders of a predecessor of the corporation in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, shall be governed by section 414-316(a)(3).
(c) A corporation, by a provision in its articles of incorporation, may limit any of the rights to indemnification or advance for expenses created by or pursuant to this subpart.
(d) This subpart does not limit a corporation's power to pay or reimburse expenses incurred by a director or an officer in connection with the director's or officer's appearance as a witness in a proceeding at a time when the officer or director is not a party.
(e) This subpart does not limit a corporation's power to indemnify, advance expenses to, or provide or maintain insurance on behalf of an employee or agent. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-250 Nonexclusivity of subpart.

§414-250 Nonexclusivity of subpart.
(a) The indemnification provided by this subpart shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of shareholders, or disinterested directors or otherwise, both as to action in a person's official capacity and as to action in another capacity while holding the office, and shall continue as to a person who has ceased to be an agent and shall inure to the benefit of the heirs and personal representatives of that person.
(b) This subpart does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in that person's capacity, though the person may also be an agent of the employer corporation. Nothing contained in this section shall limit any right to indemnification to which a trustee, investment manager, or other fiduciary may be entitled by contract or otherwise. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-262 Judicial action.

§414-262 Judicial action.
(a) A transaction effected or proposed to be effected by a corporation (or by a subsidiary of the corporation or any other entity in which the corporation has a controlling interest) that is not a director's conflicting interest transaction may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in a proceeding by a shareholder or by or in the right of the corporation, because a director of the corporation, or any person with whom or which the director has a personal, economic, or other association, has an interest in the transaction.
(b) A director's conflicting interest transaction may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in a proceeding by a shareholder or by or in the right of the corporation, because the director, or any person with whom or which the director has a personal, economic, or other association, has an interest in the transaction, if:
(1) Directors' action respecting the transaction was at any time taken in compliance with section 414-263;
(2) Shareholders' action respecting the transaction was at any time taken in compliance with section 414-264; or
(3) The transaction, judged according to the circumstances at the time of commitment, is established to have been fair to the corporation. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-263 Directors' action.

§414-263 Directors' action.
(a) The action of directors respecting a transaction is effective for purposes of section 414-262(b)(1) if the transaction received the affirmative vote of a majority (but no fewer than two) of those qualified directors on the board of directors or on a duly empowered committee of the board who voted on the transaction after either required disclosure to them (to the extent the information was not known by them) or compliance with subsection (b); provided that action by a committee is so effective only if:
(1) All its members are qualified directors; and
(2) Its members are either all the qualified directors on the board or are appointed by the affirmative vote of a majority of the qualified directors on the board.
(b) If a director has a conflicting interest respecting a transaction, but neither the director nor a related person of the director, as set forth in paragraph (2) of the definition of "related person" in section 414-261, is a party to the transaction, and if the director has a duty under law or professional canon, or a duty of confidentiality to another person, respecting information relating to the transaction such that the director may not make the required disclosure described in paragraph (2) of the definition of "required disclosure" in section 414-261, then disclosure is sufficient for purposes of subsection (a) if the director:
(1) Discloses to the directors voting on the transaction the existence and nature of the director's conflicting interest and informs them of the character and limitations imposed by that duty before their vote on the transaction; and
(2) Plays no part, directly or indirectly, in their deliberations or vote.
(c) A majority (but no fewer than two) of all the qualified directors on the board of directors, or on the committee, constitutes a quorum for purposes of action that complies with this section. The action of directors that otherwise complies with this section is not affected by the presence or vote of a director who is not a qualified director.
(d) For purposes of this section, "qualified director" means, with respect to a director's conflicting interest transaction, any director who does not have either:
(1) A conflicting interest respecting the transaction; or
(2) A familial, financial, professional, or employment relationship with a second director who does have a conflicting interest respecting the transaction, which relationship would, in the circumstances, reasonably be expected to exert an influence on the first director's judgment when voting on the transaction. [L 2000, c 244, pt of §1; am L 2001, c 129, §26]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-264 Shareholders' action.

§414-264 Shareholders' action.
(a) Shareholders' action respecting a transaction is effective for purposes of section 414-262(b)(2) if a majority of the votes entitled to be cast by the holders of all qualified shares were cast in favor of the transaction after:
(1) Notice to shareholders describing the director's conflicting interest transaction;
(2) Provision of the information referred to in subsection (d); and
(3) Required disclosure to the shareholders who voted on the transaction (to the extent the information was not known by them).
(b) For purposes of this section, "qualified shares" means any shares entitled to vote with respect to the director's conflicting interest transaction except shares that, to the knowledge, before the vote, of the secretary (or other officer or agent of the corporation authorized to tabulate votes), are beneficially owned (or the voting of which is controlled) by a director who has a conflicting interest respecting the transaction or by a related person of the director, or both.
(c) A majority of the votes entitled to be cast by the holders of all qualified shares constitutes a quorum for purposes of action that complies with this section. Subject to subsections (d) and (e), shareholders' action that otherwise complies with this section is not affected by the presence of holders, or the voting, of shares that are not qualified shares.
(d) For purposes of compliance with subsection (a), a director who has a conflicting interest respecting the transaction, before the shareholders' vote, shall inform the secretary (or other officer or agent of the corporation authorized to tabulate votes) of the number, and the identity of persons holding or controlling the vote, of all shares that the director knows are beneficially owned (or the voting of which is controlled) by the director or by a related person of the director, or both.
(e) If a shareholders' vote does not comply with subsection (a) solely because of a failure of a director to comply with subsection (d), and if the director establishes that the director's failure did not determine and was not intended by the director to influence the outcome of the vote, the court, with or without further proceedings respecting section 414-262(b)(3), may take such action respecting the transaction and the director, and give such effect, if any, to the shareholders' vote, as it considers appropriate in the circumstances. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-272 Articles of conversion.

§414-272 Articles of conversion.
(a) If a plan of conversion has been approved in accordance with section 414-271 and has not been abandoned, articles of conversion shall be executed by an officer or other duly authorized representative of the converting entity and shall set forth:
(1) A statement certifying the following:
(A) The name, type of entity, and state or country of incorporation, formation, or organization of the converting and converted entities;
(B) That a plan of conversion has been approved in accordance with section 414-271;
(C) That an executed plan of conversion is on file at the principal place of business of the converting entity and stating the address thereof; and
(D) That a copy of the plan of conversion shall be furnished by the converting entity prior to the conversion or by the converted entity after the conversion on written request and without cost, to any shareholder, partner, member, or owner of the converting entity or the converted entity;
(2) If the converting entity is a domestic corporation, the number of shares outstanding and, if the shares of any class or series are entitled to vote as a class, the designation and number of outstanding shares of each class or series;
(3) If the converting entity is a domestic corporation, the number of shares outstanding that voted for and against the plan, and, if the shares of any class or series are entitled to vote as a class, the number of shares of each such class or series that voted for and against the plan; and
(4) If the converting entity is a foreign corporation or other entity, a statement that the approval of the plan of conversion was duly authorized and complied with the laws under which it was incorporated, formed, or organized.
(b) The articles of conversion shall be delivered to the department director. The converted entity, if a domestic corporation, domestic professional corporation, domestic nonprofit corporation, domestic general partnership, domestic limited partnership, or domestic limited liability company shall attach a copy of its respective registration documents with the articles of conversion.
(c) If the department director finds that the articles of conversion satisfy the requirements provided by law, and that all required documents are filed, the department director, after all fees have been paid, shall:
(1) Stamp the articles of conversion and include the date of the filing;
(2) File the document in the department director's office; and
(3) Issue a certificate of conversion to the converted entity or its authorized representatives. [L 2000, c 244, pt of §1; am L 2001, c 129, §29]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-281 Authority to amend.

§414-281 Authority to amend.
(a) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required in the articles of incorporation. Whether a provision is required or permitted in the articles of incorporation is determined as of the effective date of the amendment.
(b) A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend, entitlement, or purpose or duration of the corporation. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-282 Amendment by board of directors.

§414-282 Amendment by board of directors.
Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles of incorporation without shareholder action:
(1) To delete the names and addresses of the initial directors;
(2) To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the department director; or
(3) To make any other change expressly permitted by this chapter to be made without shareholder action. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-283 Amendment by board of directors and shareholders.

§414-283 Amendment by board of directors and shareholders.
(a) A corporation's board of directors may propose one or more amendments to the articles of incorporation for submission to the shareholders.
(b) For the amendment to be adopted:
(1) The board of directors must recommend the amendment to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the amendment; and
(2) The shareholders entitled to vote on the amendment must approve the amendment as provided in subsection (e).
(c) The board of directors may condition its submission of the proposed amendment on any basis.
(d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with section 414-125. The notice of meeting must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.
(e) Unless this chapter, the articles of incorporation, or the board of directors (acting pursuant to subsection (c)) require a greater vote or a vote by voting groups, the amendment to be adopted must be approved by:
(1) With respect to corporations incorporated on or after July 1, 1987, at the meeting a vote of the shareholders entitled to vote thereon shall be taken on the proposed amendment. The proposed amendment shall be adopted upon receiving the affirmative vote of the holders of a majority of the shares entitled to vote thereon, unless any class of shares is entitled to vote thereon as a class, in which event the proposed amendment shall be adopted upon receiving the affirmative vote of the holders of a majority of the shares of each class of shares entitled to vote thereon as a class and of the total shares entitled to vote thereon.
(2) With respect to corporations incorporated before July 1, 1987, at such meeting a vote of the shareholders entitled to vote thereon shall be taken on a proposed amendment. The proposed amendment shall be adopted upon receiving the affirmative vote of the holders of two-thirds of the shares entitled to vote thereon. The articles of incorporation may be amended by the vote set forth in the preceding sentence to provide for a lesser proportion of shares, or of any class or series thereof, than is provided in the preceding sentence, in which case the articles of incorporation shall control; provided that the lesser proportion shall not be less than the proportion set forth in paragraph (1). Any number of amendments may be submitted to the shareholders, and voted upon by them, at one meeting. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-284 Voting on amendments by voting groups.

§414-284 Voting on amendments by voting groups.
(a) The holders of the outstanding shares of a class are entitled to vote as a separate voting group (if shareholder voting is otherwise required by this chapter) on a proposed amendment if the amendment would:
(1) Increase or decrease the aggregate number of authorized shares of the class;
(2) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class;
(3) Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;
(4) Change the designation, rights, preferences, or limitations of all or part of the shares of the class;
(5) Change the shares of all or part of the class into a different number of shares of the same class;
(6) Create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;
(7) Increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;
(8) Limit or deny an existing preemptive right of all or part of the shares of the class; or
(9) Cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the shares of the class.
(b) If a proposed amendment would affect a series of a class of shares in one or more of the ways described in subsection (a), the shares of that series are entitled to vote as a separate voting group on the proposed amendment.
(c) If a proposed amendment that entitles two or more series of shares to vote as separate voting groups under this section would affect those two or more series in the same or a substantially similar way, the shares of all the series so affected must vote together as a single voting group on the proposed amendment.
(d) A class or series of shares is entitled to the voting rights granted by this section although the articles of incorporation provide that the shares are nonvoting shares. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-285 Amendment before issuance of shares.

§414-285 Amendment before issuance of shares.
If a corporation has not yet issued shares, its incorporators or board of directors may adopt one or more amendments to the corporation's articles of incorporation. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-286 Articles of amendment.

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