Chapter 414D — Chapter 414D

PART VII. MEMBERS' MEETINGS, AND VOTING §414D-101 Annual and regular meetings. (a) A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws. (b) A corporation with members may hold regular membership meetings a…

§414D-102 Special meetings. (a) A corporation with members shall hold a special meeting of members: (b) The close of business on the thirtieth day before delivery of the demand or demands for a special meeting to any corporate officer shall be the record date for the purpose of d…

§414D-103 Court-ordered meetings. (a) The court of the county where a corporation's principal office (or, if none in this State, in the city and county of Honolulu) is located may summarily order a meeting to be held: (b) The court may fix the time and place of the meeting, speci…

§414D-104 Action by written consent. (a) Unless limited or prohibited by the articles or bylaws, action required or permitted by this chapter to be approved by the members at a meeting may be approved without a meeting of members if the action is approved by members holding at le…

§414D-104.5 Action by ballot. (a) Except as otherwise restricted by the articles of incorporation or bylaws of a corporation, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation delivers a ballot to …

§414D-105 Notice of meeting. (a) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner. (b) Any notice that conforms to the requirements of subsection (c) is fair and reasonable, but other means of giving notice may also…

§414D-108 REPEALED. L 2002, c 130, §114.

§414D-109 Members' list for meeting. (a) After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of the meeting. The list shall show the address and number of votes each memb…

§414D-113 Proxies. (a) Unless the articles or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by an attorney-in-fact. A member may authorize another person to act as a …

§414D-114 Cumulative voting for directors. (a) If the articles or bylaws provide for cumulative voting by members, members may so vote, by multiplying the number of votes the members are entitled to cast by the number of directors for whom they are entitled to vote, and cast the …

§414D-115 Other methods of electing directors. A corporation may provide in its articles or bylaws for the election of directors by members or delegates:

§414D-116 Corporation's acceptance of votes. (a) If the name signed on a vote, ballot, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation, acting in good faith, is entitled to accept the vote, ballot, consent, waiver, or proxy appointment a…

§414D-134 Election, designation, and appointment of directors. (a) If the corporation has members, all the directors (except the initial directors) shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles or bylaws provid…

§414D-138 Removal of directors elected by members or directors. (a) The members may remove one or more directors elected by them without cause unless otherwise provided in the articles or bylaws. (b) If a director is elected by a class, chapter, or other organizational unit, or b…

§414D-14 Definitions. Unless the context otherwise requires in this chapter: "Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with the public benefit corporation. Control includes the power to select the public benefit…

§414D-140 Removal of directors by judicial proceeding. (a) The circuit court of the county where a corporation's principal office is located may remove any director of the corporation from office in a proceeding commenced either by the corporation or its members holding at least …

§414D-144 Action without meeting. (a) Unless the articles or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action must be e…

§414D-145 Call and notice of meetings. (a) Unless the articles, bylaws, or subsection (c) provides otherwise, regular meetings of the board may be held without notice. (b) Unless the articles, bylaws, or subsection (c) provides otherwise, special meetings of the board shall be pr…

§414D-149 General standards for directors. (a) A director shall discharge the director's duties as a director, including the director's duties as a member of a committee: (b) In discharging the director's duties, a director is entitled to rely on information, opinions, reports, o…

§414D-15 Notice. (a) Notice may be oral, in the form of an electronic transmission as described in subsections (i) and (j), or written. (b) Notice may be communicated in person; by telephone, telegraph, teletype, or other form of wire or wireless communication; by mail or private…

§414D-150 Director conflict of interest. (a) A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest. A conflict of interest transaction is not voidable or the basis for imposing liability o…

§414D-153 Required officers. (a) A corporation shall have the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws. (b) The bylaws or the board shall delegate responsibility to one of the officers to prepare minutes of the director…

§414D-155 Standards of conduct for officers. (a) An officer with discretionary authority shall discharge the officer's duties under that authority: (b) In discharging an officer's duties, an officer is entitled to rely on information, opinions, reports, or statements, including f…

§414D-156 Resignation and removal of officers. (a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is effective unless the notice specifies a future effective date. If a resignation is made effective at a futur…

§414D-160 Authority to indemnify. (a) Except as provided in subsection (d), a corporation may indemnify a former or current director made a party to a proceeding by reason of the fact that the individual was or is a director, against liability incurred in the proceeding if: (b) A…

§414D-164 Determination and authorization of indemnification. (a) A corporation may not indemnify a director under section 414D-160 unless authorized in the specific case after a determination has been made that the director has met the standard of conduct set forth in section 41…

§414D-167 Application of this part. (a) A provision treating a corporation's indemnification of or advance for expenses to directors that is contained in its articles of incorporation, bylaws, a resolution of its members or board of directors, or in a contract or otherwise, is va…

§414D-17 Judicial relief. (a) If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members, delegates, or directors or otherwise obtain their consent in the manner prescribed by its articles, bylaws, or this chapter, then upon …

§414D-18 Miscellaneous charges. The department director shall charge and collect:

§414D-184 Restated, amended and restated, articles of incorporation. (a) A corporation's board of directors may restate its articles of incorporation at any time with or without approval by members or any other person. (b) If the restatement includes an amendment requiring approv…

§414D-201 Merger. (a) Pursuant to a plan of merger approved as provided in section 414D-202, a domestic or foreign corporation may merge with one or more domestic professional corporations, or with one or more associations, one or more corporations, or other business entities org…

§414D-201.5 Foreign mergers. (a) Whenever a foreign entity authorized to transact business in this State shall be a party to a statutory merger permitted by the laws of the state or country under which it is organized, and the foreign entity shall be the surviving entity, it shal…

§414D-202 Action on plan by board, members, and third persons. (a) Unless this chapter, the articles, the bylaws, or the board of directors or members (acting pursuant to subsection (c)) require a greater vote or voting by class, a plan of merger to be adopted shall be approved: …

§414D-204 Effect of merger. (a) When a merger takes effect: (b) If a surviving entity fails to appoint or maintain an agent designated for service of process in this State or the agent for service of process cannot with reasonable diligence be found at the designated office, serv…

§414D-205 REPEALED. L 2002, c 41, §28.

§414D-207 REPEALED. L 2012, c 37, §1.

§414D-208 REPEALED. L 2012, c 37, §2.

§414D-209 REPEALED. L 2003, c 124, §102.

§414D-210 REPEALED. L 2012, c 37, §3.

§414D-222 Sale of assets other than in regular course of activities. (a) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property (with or without the goodwill) other than in the usual and regular course of its activities on the …

§414D-232 Authorized distributions. (a) A corporation other than a public benefit corporation may purchase its memberships if, after the purchase is completed: (b) Corporations may make distributions upon dissolution in conformity with part XIII. (c) The public benefit corporatio…

§414D-233 Notice to the attorney general of intention to dissolve. (a) A public benefit corporation shall give the attorney general written notice that it intends to dissolve before the time it delivers the articles of dissolution to the department director. The notice shall incl…

PART XIII. DISSOLUTION §414D-241 Dissolution by incorporators, initial directors, and third persons. A majority of the incorporators or initial directors of a corporation that has no members and has not commenced business, subject to any approval required by the articles or bylaw…

§414D-242 Dissolution by directors, members, and third persons. (a) Unless this chapter, any other state law, the articles, the bylaws, or the board of directors or members (acting pursuant to subsection (c)) require a greater vote or voting by class, dissolution is authorized if…

§414D-244 Revocation of dissolution. (a) A corporation may revoke its dissolution within one hundred twenty days of its effective date. (b) Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless that authorization permitted revoc…

§414D-245 Effect of dissolution. (a) A dissolved corporation continues its corporate existence but shall not carry on any activities except those appropriate to wind up and liquidate its affairs, including: (b) Dissolution of a corporation does not:

§414D-247 Unknown claims against dissolved corporation. (a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. (b) The notice must: (c) If the dissolved corpor…

§414D-248 Grounds for administrative dissolution. The department director may commence a proceeding under section 414D-249 to administratively dissolve a corporation if the corporation fails to:

§414D-249 Procedure for and effect of administrative dissolution and effect of expiration. (a) If the department director determines that one or more grounds exist under section 414D-248 for dissolving a corporation, the department director shall give written notice of the depart…

§414D-250 Reinstatement following administrative dissolution. (a) A corporation administratively dissolved under section 414D-249 may apply to the department director for reinstatement within two years after the effective date of dissolution. The application shall: (b) Within the…