reglab/statecodes huggingface dataset:
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 420D. Sustainable Business Corporations › 420D-9 Benefit officer.

§420D-9 Benefit officer.
(a) A sustainable business corporation may have an officer designated as the benefit officer who shall have the authority and shall perform the duties in the management of the sustainable business corporation relating to the purpose of the corporation to create general or specific public benefit as may be provided by or pursuant to the bylaws or, in the absence of controlling provisions in the bylaws, as may be determined by or pursuant to resolutions or orders of the board of directors. If a sustainable business corporation has a benefit officer, the duties of the benefit officer shall include preparing the benefit report required by section 420D-11.
(b) A benefit officer shall be independent of and shall have no material relationship with the sustainable business corporation. [L 2011, c 209, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 420D. Sustainable Business Corporations › 420D-10 Right of action.

§420D-10 Right of action.
The shareholders and directors of a sustainable business corporation shall have the right to bring direct or derivative claims to enforce corporate purposes and the standards for directors as set forth in section 414-221(a) and shall have the right to bring direct or derivative claims to enforce the general or specific public benefit purposes of the sustainable business corporation and the standard of conduct for directors pursuant to section 420D-6(a)(1). [L 2011, c 209, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 420D. Sustainable Business Corporations › 420D-12 Third-party standard.

§420D-12 Third-party standard.
A third-party standard for purposes of defining, reporting, and assessing overall corporate social and environmental performance of a sustainable business corporation subject to this chapter shall be:
(1) Comprehensive in its assessment of the effect of the business and its operations upon the interests listed in section 420D-6(a);
(2) Developed by an organization that is independent of the sustainable business corporation; and
(3) Transparent because the following information is publicly available:
(A) The criteria considered when measuring the overall social and environmental performance of a business, as well as the relative weightings of those criteria;
(B) The identity of the directors, officers, any material owners, and the governing body of the organization that developed and controls revisions to the standard;
(C) The process by which revisions to the standard are made;
(D) The process by which changes to the membership of the governing body of the organization that developed and controls revisions to the standard are made; and
(E) An accounting of the sources of financial support for the organization that developed and controls revisions to the standard, with sufficient detail to disclose any relationships that could reasonably be considered to present a potential conflict of interest. [L 2011, c 209, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 421. Agricultural Cooperative Associations › 421-2 Purposes.

§421-2 Purposes.
An association may be organized for the purpose of engaging in any cooperative activity for producers of agricultural products in connection with:
(1) Producing, assembling, marketing, buying or selling agricultural products or harvesting, preserving, drying, processing, manufacturing, blending, canning, packing, ginning, grading, storing, warehousing, handling, shipping, or utilizing the products, or manufacturing or marketing the byproducts, thereof; provided seventy-five per cent of such agricultural products shall be of Hawaiian origin;
(2) Manufacturing, buying for or supplying to its members machinery, equipment, feed, fertilizer, fuel, seeds, and other agricultural supplies;
(3) Performing or furnishing business or educational services, on a cooperative basis, or to its members;
(4) Financing any of the above enumerated activities for its members. [L 1949, c 234, pt of §1; am L 1953, c 137, §1(a); RL 1955, §176-4; HRS §421-2; am L 1972, c 103, §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 421. Agricultural Cooperative Associations › 421-3 Qualifications of incorporators.

§421-3 Qualifications of incorporators.
Three or more adult persons, engaged in agriculture as bona fide producers of agricultural products, or two or more associations of such producers, may form an association under this chapter. [L 1949, c 234, pt of §1; RL 1955, §176-3; HRS §421-3]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 421. Agricultural Cooperative Associations › 421-4 Articles of incorporation.

§421-4 Articles of incorporation.
(a) Articles of incorporation shall be certified and executed by each of the incorporators, if natural persons, and by the president and secretary of the association and shall contain the following:
(1) The name of the association;
(2) The mailing address of the association's principal office, the street address of the association's initial registered office, and the name of its initial registered agent at its initial registered office;
(3) The purposes and powers of the association;
(4) The proposed duration of the association;
(5) The names and addresses of persons who are to act as the initial directors and officers of the association;
(6) The names and addresses of the incorporators, and if organized with capital stock, a statement of the number of shares subscribed by each, which shall not be less than one, and the class of shares for which each subscribed;
(7) Whether organized with or without capital stock, and if organized with capital stock the total authorized number of shares and the par value of each share, if any; and if more than one class of stock is authorized, a description of the classes of shares, the number of shares in each class, the relative rights, preferences, and restrictions granted to or imposed upon the shares of each class, and the dividends to which each class shall be entitled; and
(8) If organized without capital stock, whether the property rights and interest of each member are equal or unequal, and if unequal, the rule by which the rights and interests shall be determined.
(b) The articles may also contain any other provisions consistent with law for regulating the association's business or the conduct of its affairs, the establishment of voting districts, the election of delegates to represent the districts and the members residing therein, for voting by proxy, and the issuance, retirement, and transfer of membership and stock. [L 1949, c 234, pt of §1; am L 1953, c 137, §1(b); RL 1955, §176-5; HRS §421-4; am L 1972, c 103, §2; am L 1973, c 42, §1; am L 1988, c 373, §18; am L 2003, c 124, §43]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 421. Agricultural Cooperative Associations › 421-5 Name.

§421-5 Name.
Section 414D-61 shall apply to associations formed under this chapter and no domestic corporation not organized under this chapter shall use the word "cooperative" as a part of its name. [L 1949, c 234, pt of §1; am L 1953, c 137, §1(c); RL 1955, §176-6; HRS §421-5; am L 1983, c 167, §11(1); am L 1985, c 270, §4; am L 1988, c 370, §3; am L 2001, c 129, §62; am L 2002, c 40, §56]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 421. Agricultural Cooperative Associations › 421-6 Filing and recording articles of incorporation, etc.

§421-6 Filing and recording articles of incorporation, etc.
(a) The articles of incorporation and any articles of amendment thereof shall be filed in the office of the director of commerce and consumer affairs and shall at all times during business hours be open to the inspection of the public without charge.
(b) A certified copy of the articles or of a certificate of incorporation issued by the director shall be filed with the department of agriculture.
(c) On the filing of the articles of incorporation with the director, the persons who have subscribed the articles, their associates, successors, and assigns, shall thereafter be a body corporate by the name and style provided in the articles; shall have succession and corporate existence for such term as shall have been agreed upon, which may be perpetual; shall have all of the powers and be subject to all of the liabilities provided for in this chapter; and shall be subject to all general laws in regard to the associations.
(d) No person dealing with the association shall be charged with constructive notice of the contents of the articles or amendments thereto by reason of the filing or recording.
(e) Except for annual reports, statutes and fees that apply to domestic profit corporations shall apply to stock associations. Except for annual reports, statutes and fees that apply to domestic nonprofit corporations shall apply to nonstock associations. [L 1949, c 234, pt of §1; RL 1955, §176-7; am L Sp 1959 2d, c 1, § §15, 22; am L 1961, c 132, §2; am L 1963, c 114, §3; HRS §421-6; am L 1972, c 103, §3; am L 1982, c 204, §8; am L 1983, c 124, §17 and c 167, §11(2); am L 1985, c 270, §4; am L 1988, c 373, §19; am L 2002, c 40, §57; am L 2004, c 121, §24]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 421. Agricultural Cooperative Associations › 421-7 Amendments of articles of incorporation.

§421-7 Amendments of articles of incorporation.
(a) An association may amend its articles of incorporation by the affirmative vote of two-thirds of the members voting thereon at any regular meeting, or at a special meeting called for the purpose, or if the association permits its members to vote on the basis of patronage, by the affirmative vote of a majority of the members and of two-thirds of the patronage, voting thereon. A written or printed notice of the proposed amendment, and of the time and place of holding the meetings shall be delivered to each member, or mailed to the member's last known address as shown by the books of the association, at least thirty days prior to any such meetings. No amendment affecting the preferential rights of any outstanding stock shall be adopted until the written consent of the holders of two-thirds of the outstanding preference shares has been obtained.
(b) After an amendment has been adopted, articles of amendment shall be certified and executed by the president or vice president and by the treasurer or secretary or assistant secretary, and filed as in the case of articles of incorporation, including the payment of fees. [L 1949, c 234, pt of §1; RL 1955, §176-8; HRS §421-7; gen ch 1985; am L 1988, c 373, §20]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 421. Agricultural Cooperative Associations › 421-8 Bylaws.

§421-8 Bylaws.
The members of the association, within thirty days after its incorporation, shall adopt bylaws not inconsistent with law or the articles, and they may alter and amend the same from time to time. The bylaws must be adopted by a majority of the members voting thereon, or if the association permits its members to vote on the basis of patronage, then by a majority of members and majority of the patronage, voting thereon. The bylaws may also provide for:
(1) The time, place, and manner of calling and conducting meetings of the members, and the number of members that shall constitute a quorum;
(2) The manner of voting and the condition upon which members may vote at general and special meetings and by mail or by delegates elected by district groups or other associations, and the voting power of voters based on patronage;
(3) Subject to any provision thereon in the articles and in this chapter, the number, qualifications, compensation, duties, and terms of office of directors and officers; the time of their election and the mode and manner of giving notice thereof;
(4) The time, place, and manner for calling and holding meetings of the directors and executive committee, and the number that shall constitute a quorum;
(5) Rules consistent with law and the articles for the management of the association, the establishment of voting districts, the making of contracts, the issuance, retirement, and transfer of stock, and the relative rights, interests, and preferences of members and shareholders;
(6) Penalties for violation of the bylaws. [L 1949, c 234, pt of §1; RL 1955, §176-9; HRS §421-8]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 421. Agricultural Cooperative Associations › 421-10 Members.

§421-10 Members.
(a) An association may admit as members only bona fide producers of agricultural products, including tenants and landlords receiving a share of the crop, and cooperative associations of the producers. The incorporators named in the articles are thereby made members of the association, and they shall pay for their membership or stock the same amount and in the same manner as may be required in the case of other members.
(b) The articles may limit the amount of common stock which a member may own.
(c) Under the terms and conditions prescribed in the bylaws, a member shall lose the member's membership if the member ceases to belong to the class eligible to membership under this section, but the member shall remain subject to any liability incurred by the member while a member of the association.
(d) No member shall be personally liable for any debt or liability of the association.
(e) Unless the articles otherwise provide, no member shall have more than one vote. [L 1949, c 234, pt of §1; RL 1955, §176-11; HRS §421-10; gen ch 1985]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 421. Agricultural Cooperative Associations › 421-11 Membership or stock certificates, transfers, dividends, preferred stock.

§421-11 Membership or stock certificates, transfers, dividends, preferred stock.
(a) No certificate for membership or stock shall be issued until fully paid for, but bylaws may provide that a member may vote and hold office prior to payment in full for the member's membership or stock.
(b) Dividends in excess of eight per cent on the actual cash value of the consideration received by the association shall not be paid on common or preferred stock or membership capital, but dividends may be cumulative.
(c) Net margins in excess of dividends and additions to reserves and excess shall be distributed on the basis of patronage, and if the bylaws so provide, distribution of such net margins may be restricted to members or may be made at the same or different rate for members and nonmembers. The books of the association shall show the interest of members and nonmembers in the reserves and excess. The bylaws may provide that any distribution to a nonmember, eligible for membership, may be credited to the nonmember until the amount thereof equals the value of a membership certificate or a share of the association's common stock. The distribution credited to the account of a nonmember may be transferred to the reserve fund at the option of the board if, after two years, the amount is less than the value of the membership certificate or a share of common stock.
(d) The bylaws may fix a time within which a member shall receive from the association, after the member has notified the association of the member's withdrawal, or after the adoption of a resolution by the board terminating the member's membership, the value in money of the member's membership interest in the association as appraised by the board of directors. If the board of directors approves the member's designation of a transferee of the member's membership interest, the association shall be under no obligation to pay the member the value of the member's interest.
(e) An association may issue preferred stock to members and nonmembers. Preferred stock may be redeemed or retired by the association on such terms and conditions as may be provided in the articles and printed on the stock certificate. Preferred stockholders shall not be entitled to vote, but no change in their priority or preference rights shall be effective until the written consent of the holders of two-thirds of the preferred stock has been obtained. Payment for preferred stock may be made in cash, services, or property on the basis of the fair value of the stock, services, and property as determined by the board. [L 1949, c 234, pt of §1; RL 1955, §176-12; HRS §421-11; am L 1982, c 257, §1; gen ch 1985]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 421. Agricultural Cooperative Associations › 421-12 General and special meetings; how called.

§421-12 General and special meetings; how called.
Within thirty days after the incorporation of an association the members thereof shall hold an organization meeting at a time and place fixed by the temporary board of directors. Not less than ten days' written notice thereof shall be given to each member. An association may provide in its bylaws for one or more regular meetings each year, which may be held within the State at the time and place designated in the bylaws. Special meetings of the members may be called by the board of directors, and it shall be their duty to call the meetings when ten per cent of the members file with the secretary a petition demanding a special meeting and specifying the business to be considered at the meeting. Notice of all meetings, except as otherwise provided by law or the articles or bylaws, shall be mailed to each member at least ten days prior to the meeting, and in case of special meetings the notice shall state the purposes for which it is called, but the bylaws may require that all notices, except of proposed amendments to the articles shall be given by publication, in a periodical published by or for the association, to which substantially all its members are subscribers, or in a newspaper or newspapers whose combined circulation is general in the State in which the association operates. [L 1949, c 234, pt of §1; RL 1955, §176-13; HRS §421-12]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 421. Agricultural Cooperative Associations › 421-13 Directors.

§421-13 Directors.
(a) The business of the association shall be managed by a board of not less than three directors; at least two-thirds of the directors shall be members of the association or officers, directors, or members of a member association. A director shall hold office for the term for which the director was named or elected and until the director's successor is elected and qualified.
(b) The names of the first directors shall be stated in the articles. Their successors shall be elected by the members at the first meeting of the members held after the incorporation of the association.
(c) The number, qualifications, terms of office, manner of election, time and place of meeting, and the powers and duties of the directors may, subject to this chapter, be prescribed by the articles or bylaws. Except as otherwise prescribed in the articles or bylaws:
(1) A director shall be elected for a term of one year.
(2) Vacancies in the board, other than by expiration of term, shall be filled by the remaining members of the board, unless the bylaws provide for the election of directors by districts, in which case the board shall call a special meeting of the members in the district to elect a person qualified to fill the vacancy. A director elected by the remaining members of the board shall serve until the director's successor is elected by the members, who may make the election at the next annual meeting of the members or at any special meeting called and held prior thereto.
(d) The bylaws may provide, if not restricted by the articles, that the territory in which the association has members shall be divided into districts and that the directors shall be elected according to the districts, either directly or by district delegates elected by the members in that district. In such case, the bylaws shall specify, or vest in the board authority to determine, the number of directors to be elected by each district and the manner and method of apportioning the directors and of districting and redistricting the territory covered by the association. The bylaws may provide that primary elections shall be held in each district to nominate the directors apportioned thereto and that the result of all such primary elections may be ratified by the next regular meeting of the association or may be considered as a final election.
(e) The bylaws may provide for an executive committee to be elected by the board from their number and may allot to such committee all the functions and powers of the board subject to its general direction and control. [L 1949, c 234, pt of §1; RL 1955, §176-14; HRS §421-13; gen ch 1985]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 421. Agricultural Cooperative Associations › 421-14 Removal of director.

§421-14 Removal of director.
Any member may ask for the removal of a director by filing charges with the secretary or president of the association, together with a petition signed by five per cent of the members requesting the removal of the director in question. The removal shall be voted upon at the next meeting of the members, and by two-thirds of the voting power voting thereon the association may remove the director. The director whose removal is requested shall be served with a copy of the charges not less than ten days prior to the meeting and shall have an opportunity at the meeting to be heard in person and by counsel and to present evidence; and the persons requesting the removal of a director shall have the same opportunity. In case the bylaws provide for election of directors by districts, then the petition for removal of a director must be signed by twenty per cent of the members residing in the district from which the director was elected. The board must call a special meeting of the members residing in that district to consider the removal of the director; and by two-thirds of the voting power of the members of that district voting thereon the director in question shall be removed from office. [L 1949, c 234, pt of §1; RL 1955, §176-15; HRS §421-14; gen ch 1985]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 421. Agricultural Cooperative Associations › 421-15 Officers.

§421-15 Officers.
The board shall elect a president, a secretary, and a treasurer, and may elect one or more vice presidents, and such other officers as may be authorized in the bylaws. The president and at least one of the vice presidents must be members and directors, but a vice president who is not a director cannot succeed to or fill the office of president. Any two of the offices of vice president, secretary, and treasurer may be combined in one person. [L 1949, c 234, pt of §1; RL 1955, §176-16; HRS §421-15]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 421. Agricultural Cooperative Associations › 421-16 Removal of officer.

§421-16 Removal of officer.
Any member may bring charges of misconduct or incompetency against an officer by filing them with the secretary or president of the association, together with a petition signed by ten per cent of the members requesting the removal of the officer in question. The directors shall vote upon the removal of the officer at the first meeting of the board held after the hearing on the charges, and the officer may be removed by a majority vote, notwithstanding any contract the officer may have with the association, which shall terminate upon the officer's removal, anything in the contract to the contrary notwithstanding. The officer against whom the charges are made shall be served with a copy of the charges not less than ten days prior to the meeting, and shall have an opportunity at the meeting to be heard in person and by counsel, and to present evidence, and the persons making the charges shall have the same opportunity. [L 1949, c 234, pt of §1; RL 1955, §176-17; HRS §421-16; gen ch 1985]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 421. Agricultural Cooperative Associations › 421-17 Referendum.

§421-17 Referendum.
The articles or bylaws may provide that upon demand of two-fifths of all the directors, any matter of policy that has been approved or passed by the board must be referred to the members for their approval before it becomes effective. No referendum shall be allowed unless it is demanded by the required number of directors at the meeting at which the matter of policy in question is adopted. [L 1949, c 234, pt of §1; RL 1955, §176-18; HRS §421-17]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 421. Agricultural Cooperative Associations › 421-19 Misdemeanor to induce breach of marketing contract to cooperative association; spreading false reports about the management or finances thereof.

§421-19 Misdemeanor to induce breach of marketing contract to cooperative association; spreading false reports about the management or finances thereof.
Any person or any corporation whose officers or employees knowingly induce or attempt to induce any member or stockholder of an association to violate the member's or stockholder's marketing contract with the association, or who maliciously and knowingly spreads false reports about the finances or management thereof, shall be fined not less than $100 nor more than $1,000 for each offense; and shall be liable to the association aggrieved in a civil suit in the penal sum of $500 for each offense. [L 1949, c 234, pt of §1; RL 1955, §176-20; HRS §421-19; gen ch 1985]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 421. Agricultural Cooperative Associations › 421-20 Associations are not in restraint of trade.

§421-20 Associations are not in restraint of trade.
(a) No association complying with the terms hereof shall be deemed to be a conspiracy or a combination in restraint of trade, or an illegal monopoly; or be deemed to have been formed for the purpose of lessening competition or fixing prices arbitrarily, nor shall the contracts between the association and its members, or any agreements authorized in this chapter, be construed as an unlawful restraint of trade, or as part of a conspiracy or combination to accomplish an improper or illegal purpose or act. (b) An association may acquire, exchange, interpret, and disseminate to its members, to other cooperative associations, and otherwise, past, present, and prospective crop, market, statistical, economic, and other similar information relating to the business of the association, either directly or through an agent created or selected by it or by the other associations acting in conjunction with it.
(c) An association may advise its members in respect to the adjustment of their current and prospective production of agricultural commodities or products and its relation to the prospective volume of consumption, selling prices, and existing or potential surplus, to the end that every market may be served from the most convenient productive areas under a program of orderly marketing that will assure adequate supplies without undue enhancement of prices or the accumulation of any undue surplus. [L 1949, c 234, pt of §1; RL 1955, §176-21; HRS §421-20; am L 2001, c 129, §63]
Cross References
Restraint of trade exemption, see §480-11.
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 421. Agricultural Cooperative Associations › 421-21 Voluntary dissolution.

§421-21 Voluntary dissolution.
Chapter 414, relating to the voluntary dissolution of profit corporations, and chapter 414D, relating to the voluntary dissolution of nonprofit corporations, shall apply, as the case may be, to associations formed under this chapter except that the dissolution shall be approved at a meeting duly called and held for the purpose by not less than two-thirds of the voting power voting thereon. [L 1949, c 234, pt of §1; am L 1953, c 137, §1(d); RL 1955, §176-22; HRS §421-21; am L 1983, c 167, §11(3); am L 1985, c 270, §4; am L 1988, c 370, §4; am L 2002, c 40, §58]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 421. Agricultural Cooperative Associations › 421-22 Annual report.

§421-22 Annual report.
(a) An association formed under this chapter shall file with the director of commerce and consumer affairs an annual report. The annual report shall contain:
(1) The name of the association;
(2) The mailing address of its principal office, the address of its registered office in this State, and the name of its registered agent at its registered office in the State; and
(3) A general statement of its business operations during the fiscal year that includes:
(A) The amount of capital stock paid up;
(B) The number of shareholders, if a stock corporation, or the number of members and the amount of membership fees received, if a nonstock association;
(C) An income statement; and
(D) Its balance sheet.
(b) The annual report shall be filed within the time periods prescribed in subsections (c) and (d).
(c) Notwithstanding any of the provisions of this chapter to the contrary, annual reports reflecting the period from January 1, 2002, through December 31, 2002, that would otherwise be required, may be voluntarily filed with the department director if the annual report complies with the requirements of this section.
(d) Effective January 1, 2003, for associations whose date of registration in this State falls between:
(1) January 1 and March 31, an annual report shall be filed on or before March 31 of each year and shall reflect the state of the association's affairs as of January 1 of the year when filed;
(2) April 1 and June 30, an annual report shall be filed on or before June 30 of each year and shall reflect the state of the association's affairs as of April 1 of the year when filed;
(3) July 1 and September 30, an annual report shall be filed on or before September 30 of each year and shall reflect the state of the association's affairs as of July 1 of the year when filed; and
(4) October 1 and December 31, an annual report shall be filed on or before December 31 of each year and shall reflect the state of the association's affairs as of October 1 of the year when filed;
provided that if an association is formed in the same year in which the annual report is due, the association shall not be required to file an annual report for that year. Thereafter, the association shall comply with the requirements of this section.
(e) A copy of the report shall be submitted to the members at their annual meeting, or mailed to each member of the association, or printed in an official publication of the association. [L 1949, c 234, pt of §1; RL 1955, §176-23; am L Sp 1959 2d, c 1, § §15, 22; am L 1961, c 132, §2; am L 1963, c 114, §3; HRS §421-22; am L 1982, c 204, §8; am L 1983, c 124, §17; am L 2002, c 130, §79; am L 2003, c 124, §44]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 421. Agricultural Cooperative Associations › 421-23 Taxation.

§421-23 Taxation.
To obtain the exemptions from taxation granted by this section or any other law, the association annually shall file with the director of taxation a copy of its report made under section 421-22, and in addition thereto, within ninety days after the close of its fiscal year, shall file with the tax assessor of each district in which there are persons doing business to whom it has paid, during the preceding fiscal year, any proceeds of goods marketed, a report showing the name of each person to whom the proceeds were paid, the total proceeds of sales for which such person is taxable under chapter 237 for the fiscal year, and the rate or rates of such tax applicable thereto or to the several amounts thereof, as the case may be. [L 1949, c 234, pt of §1; RL 1955, §176-26; am L Sp 1959 2d, c 1, § §15, 16; am L 1963, c 114, §3; am L 1967, c 37, §1; HRS §421-23; am L 1972, c 103, §6; am L 1982, c 204, §8; am L 1983, c 124, §17; am L 2004, c 121, §26]
Cross References
Modification of fees, see §92-28.
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 421. Agricultural Cooperative Associations › 421-24 Application to existing association.

§421-24 Application to existing association.
Except where otherwise expressly stated herein, this chapter shall be applicable to any existing association formed under any law of the State providing for the incorporation of agricultural cooperative associations, for a purpose for which an association may be formed under this chapter. [L 1949, c 234, pt of §1; RL 1955, §176-24; HRS §421-24]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 421. Agricultural Cooperative Associations › 421-25 General corporation laws, when applicable.

§421-25 General corporation laws, when applicable.
Except where otherwise provided, the general corporation laws shall apply to cooperative associations organized under this chapter. [L 1949, c 234, pt of §1; am L 1953, c 137, §1(e); RL 1955, §176-27; HRS §421-25; am L 1983, c 167, §17; am L 1985, c 270, §4]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 421C. Consumer Cooperative Associations › 421C-1 Definitions.

§421C-1 Definitions.
Except where the context requires otherwise, wherever used in this chapter:
"Articles" means the articles of incorporation.
"Association" means a consumer cooperative association.
"Consumer cooperative association" means a group enterprise, organized on a cooperative basis and incorporated under this chapter such that:
(1) Each member has one vote and only one vote, except as may be altered in the articles or bylaws of a secondary cooperative by provision for voting by member organizations;
(2) The maximum rate at which any return is paid on share or membership capital is limited; and
(3) The allocation or distribution of net savings after making provision for such separate funds as may be required or specially permitted by statute, articles, or bylaws, is made to member patrons or to all patrons, in proportion to their patronage; or is allocated in a manner which benefits the general welfare of all of the members of the association.
"Directors" means the board of directors of an association.
"Electric utility cooperative association" means a consumer cooperative association that provides electric utility service as a public utility.
"Interest-dividends" means the return on share, membership fee, or membership capital of the association which is limited in accordance with section 421C-19.
"Member" means a member of either a stock or a nonstock association in accordance with section 421C-3.
"Net savings" means the total income of an association minus the costs of operation.
"Patronage refund" means the amount returned to the patrons in proportion to their patronage in accordance with section 421C-25.
"Non-escheat patronage refunds" means patronage refunds from an electric utility cooperative association for which a five-year period has elapsed since the patronage refunds were made and for which no claims have been made by the patrons to whom the refunds were allocated.
"Share or membership capital" refers to the capital paid into an association by a member in accordance with section 421C-3.
"Surplus funds" means funds of an association which may be utilized for capital improvements, emergencies, or other expenditures of the association upon the authorization of the directors as specified in section 421C-25 or as otherwise specified in this chapter.
"Unclaimed property" includes moneys, checks, drafts, interest, dividends, income, credit balances, overpayments, deposits, refunds, and non-escheat patronage refunds. [L 1982, c 97, pt of §2; am L 1984, c 217, §2; am L 1988, c 373, §21; am L 2005, c 52, §2]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 421C. Consumer Cooperative Associations › 421C-3 Stock and nonstock associations; general corporation laws, when applicable.

§421C-3 Stock and nonstock associations; general corporation laws, when applicable.
(a) An association may either be organized with stock or without stock. Subject to section 421C-20, if organized with stock, the association shall require a certain amount of common stock to be purchased from the association in order to permit a stockholder voting and membership privileges, and no class of stock except common stock may grant voting and membership privileges in a stock association. Subject to section 421C-20, if organized without stock, the association shall require a membership fee or amount of membership capital to be paid in, in order to permit the member voting and membership privileges by means of issuance of a membership certificate.
(b) Except where otherwise provided, statutes and fees which apply to domestic profit corporations shall apply to stock associations, and statutes and fees which apply to domestic nonprofit corporations shall apply to nonstock associations.
(c) Associations may amend their articles upon approval by the director of commerce and consumer affairs of articles of amendment to convert from a stock association to a nonstock association or vice versa. This subsection may be employed by an association only once every two calendar years. [L 1982, c 97, pt of §2 and c 204, §8; am L 1983, c 124, §17; am L 1984, c 217, §3; am L 1988, c 373, §22]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 421C. Consumer Cooperative Associations › 421C-11 Forms.

§421C-11 Forms.
The department of commerce and consumer affairs may prescribe and furnish on request forms for documents required or permitted to be filed by this chapter. The director of commerce and consumer affairs may require that the use of these forms be mandatory. [L 1982, c 97, pt of §2 and c 204, §8; am L 2003, c 124, §45]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 421C. Consumer Cooperative Associations › 421C-11.5 Articles.

§421C-11.5 Articles.
(a) Articles shall be certified and executed by each of the incorporators, if natural persons, and by the president and secretary of the association, before any officer authorized to take acknowledgments, and shall contain the following:
(1) The name of the association which shall contain the term "cooperative" or some abbreviation thereof notwithstanding section 421-5;
(2) The mailing address and zip code of its principal office, which shall be in the State, the street address of the association's initial registered office, and the name of its initial registered agent at its initial registered office;
(3) The purposes and powers of the association;
(4) The duration of the association;
(5) The number, names, and titles of the initial officers and directors, or similar officers;
(6) The names and addresses of the incorporators, and if organized with stock, a statement of the number of shares subscribed by each, which shall not be less than one, and the class of shares for which each subscribed;
(7) If organized with stock, the total authorized number of shares and the par value of each share, if any; and if more than one class of stock is authorized, a description of the classes of shares, the number of shares in each class, the relative rights, preferences, and restrictions granted to or imposed upon the shares of each class, and the interest-dividends to which each class shall be entitled; and
(8) If organized without stock, whether the property rights and interest of each member are equal or unequal, and if unequal, the rule by which the rights and interest shall be determined.
(b) The articles may also contain any other provisions, consistent with law for regulating the association's business or the conduct of its affairs. [L 1984, c 217, §4; am L 1988, c 373, §23; am L 2003, c 124, §46]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 421C. Consumer Cooperative Associations › 421C-12 Bylaws; contents.

§421C-12 Bylaws; contents.
The bylaws shall contain:
(1) The maximum amount or percentage of capital which may be owned or controlled by one member;
(2) A provision that in all decisions to amend the articles or bylaws, as the case may be, the members shall be informed of those decisions at least thirty days in advance through a mailing or a prominent notice at all association locations;
(3) The method and terms of admission to membership and the disposal of members' interests on termination of membership for any reason;
(4) A provision stating that a majority of the directors, or five per cent of the members or two hundred fifty members, whichever is less, may submit a petition in writing and demand a special membership meeting, which shall be called by the secretary within thirty days of that demand;
(5) A provision that notice for all meetings shall be made through posting prominent signs at all association locations or by mailing to the last known address of each member or director. Notices for special meetings shall specify the purpose of the meeting;
(6) A provision that associations shall not discriminate on their acceptance of members on a basis of race, gender, religion, income, marital status, or nationality; and
(7) A provision stating that within a specified period of time, any action taken by the directors must be referred to the members for approval or disapproval if demanded by petition by at least five per cent of the members or two hundred fifty members, whichever is less, or by majority vote of the directors; provided that rights of third parties which have vested between the time of action by the directors and approval or disapproval by the members shall not be impaired. [L 1982, c 97, pt of §2; am L 1984, c 217, §5; am L 2001, c 129, §65]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 421C. Consumer Cooperative Associations › 421C-13 Meetings, etc.

§421C-13 Meetings, etc.
The articles or bylaws may provide for the holding of meetings by units or portions of the total membership and may provide for a method of transmitting the votes cast to the central meeting, or for a method of representation of members by the election of delegates to attend the central meeting, or for a combination of these methods. If delegates are provided for, all references in this chapter to votes cast by members shall apply to votes cast by delegates. Directors may be apportioned among the units or portions of the total membership and may be elected by the units or portions of the total membership to which they are apportioned. [L 1982, c 97, pt of §2]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 421C. Consumer Cooperative Associations › 421C-14 One member, one vote.

§421C-14 One member, one vote.
(a) Each member of an association shall have one and only one vote; provided that secondary associations, which are associations solely comprised of other associations or groups organized on a cooperative basis, may allow exceptions to the one vote per member rule, by allocating votes on the basis of the following:
(1) The number of individual members in each organization; or
(2) Size of dollar volume of direct transactions between the member organizations and the secondary association.
(b) Being "organized on a cooperative basis" means being organized such that:
(1) Each member has one vote and only one vote, except as may be altered in the articles or bylaws of a secondary cooperative by provision for voting by member organizations;
(2) The maximum rate at which any return is paid on share or membership capital is limited; and
(3) The allocation or distribution of net savings after making provision for such separate funds as may be required or specially permitted by statute, articles, or bylaws, is made to member patrons or to all patrons, in proportion to their patronage; or is allocated in a manner which benefits the general welfare of all of the members of the association.
(c) No voting agreement or other device to evade the one member, one vote rule shall be enforceable. [L 1982, c 97, pt of §2; am L 1984, c 217, §6]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 421C. Consumer Cooperative Associations › 421C-19 Limitations on interest-dividends.

§421C-19 Limitations on interest-dividends.
(a) Interest-dividend interest on share or membership capital shall not exceed the current annual Consumer Price Index percentage increase, or eight per cent, whichever is greater. Interest on loans by members to the association shall not be limited by this section.
(b) Total interest-dividends distributed for any single period shall not exceed thirty per cent of the net savings for that period. Interest-dividends are noncumulative and the association shall have the right to confiscate all interest-dividends not claimed within six months after the notice of the distribution has been made by either mail or by prominent sign in all the association's locations. [L 1982, c 97, pt of §2]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 421C. Consumer Cooperative Associations › 421C-21 Issuance of stock and membership certificates.

§421C-21 Issuance of stock and membership certificates.
(a) No certificate for membership or any class of stock shall be issued until paid for in full.
(b) The amount required to be paid in on share or membership capital by members shall not exceed twenty-five per cent of the average monthly wage in this State, as defined by the department of labor and industrial relations.
(c) Associations shall make available to all members a statement listing all rights and privileges of membership. [L 1982, c 97, pt of §2]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 421C. Consumer Cooperative Associations › 421C-22 Transfer of shares and membership; withdrawal.

§421C-22 Transfer of shares and membership; withdrawal.
(a) If a member desires to withdraw from the association or dispose of any or all of the member's holdings therein, the directors shall have the power to purchase those holdings by paying the member out of surplus funds the par value or book value, whichever is less, of any or all of the holdings offered. The directors shall then reissue or cancel the holdings.
(b) If the association fails, within ninety days of the original offer, to purchase all or any part of the holdings offered, the member may dispose of the unpurchased interest elsewhere, subject to the approval of the transferee by a majority vote of the directors. Any prospective transferee not approved by the directors may appeal to the members at their first regular or special meeting thereafter, and the action of the meeting shall be final. If such transferee is not approved, the directors shall exercise their power to purchase, if and when there are sufficient surplus funds.
(c) Members who withdraw from an association under this section may not rejoin that association for six months except with the majority approval of the directors. [L 1982, c 97, pt of §2; am L 1984, c 217, §7]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 421C. Consumer Cooperative Associations › 421C-23 Recall of member's holdings.

§421C-23 Recall of member's holdings.
(a) The bylaws may give the directors the authority to use surplus funds to recall, at par value or book value, whichever is less, the holdings of any member in excess of the amount requisite for membership.
(b) The directors may purchase the amount requisite for membership in cases of inactivity, expulsion, death of the member, or otherwise, as provided in the bylaws of the association. When so recalled, such stock or membership certificate shall be either reissued or canceled. [L 1982, c 97, pt of §2]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 421C. Consumer Cooperative Associations › 421C-24 Expulsion.

§421C-24 Expulsion.
Pursuant to section 421C-23(b), associations may provide for expulsion of members. Unless otherwise provided, a member may be expelled and lose all rights and privileges in the association, by the vote of a majority of the directors voting at any validly held meeting of directors. The member against whom the charges are to be proffered shall be informed thereof in writing at least ten days in advance of the meeting, and shall have an opportunity to be heard in person or by counsel at such meeting. On decision of the association to expel a member, the directors shall purchase the member's holdings at par or book value, whichever is less, if and when there are sufficient surplus funds. [L 1982, c 97, pt of §2]