Title 23, Corporations And Partnerships

[§414D-157] Contract rights of officers. (a) The appointment of an officer shall not itself create contract rights. (b) An officer's removal shall not affect the officer's contract rights, if any, with the corporation. An officer's resignation shall not affect the corporation's c…

[§414D-158] Officers' authority to execute documents. Any contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual…

[§414D-159] Definitions. Sections 414D-160 to 414D-167 shall incorporate the following definitions: "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of…

[§414D-16] Private foundations. Except as otherwise determined by a court of competent jurisdiction, a corporation that is a private foundation as defined in section 509(a) of the Code:

§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-161] Mandatory indemnification. Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or wa…

[§414D-162] Advance for expenses. (a) A corporation, before final disposition of a proceeding, may advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding; provided: (b) The undertaking required by subsection (a)(2) must…

[§414D-163] Court-ordered indemnification. Unless limited by a corporation's articles of incorporation, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction.…

§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-165] Indemnification of officers, employees, and agents. (a) An officer of the corporation who is not a director, unless limited by a corporation's articles of incorporation, is entitled to mandatory indemnification under section 414D-161, and is entitled to apply for cour…

[§414D-166] Insurance. A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request…

§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:

PART IX. AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS [§414D-181] Authority to amend. A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the art…

§414D-182 Procedure to amend articles of incorporation. (a) Amendments to the articles of incorporation shall be made in the following manner: (b) Any number of amendments may be submitted and voted upon at any one meeting. [L 2001, c 105, pt of §1; am L 2011, c 37, §12; am L 201…

[§414D-183] Articles of amendment. A corporation amending its articles shall deliver to the department director articles of amendment setting forth:

§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-185] Amendment pursuant to judicial reorganization. (a) A corporation's articles may be amended without board approval or approval by the members or approval required pursuant to section 414D-188 to carry out a plan of reorganization ordered or decreed by a court of compet…

[§414D-186] Effect of amendment and restatement. An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, any requirement or limitation imposed upon the corporati…

[§414D-187] Bylaws. The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the board of directors unless otherwise provided in the articles of incorporation or the byla…

[§414D-188] Approval by third persons. The articles may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such a provision in the articles may only be amended with the approval in writing of such person…

[§414D-19] Shares of stock and dividends prohibited; compensation; distribution. A corporation under this chapter shall not authorize or issue shares of stock except for limited-equity housing cooperatives. No dividend shall be paid and no part of the income or profit of a corpor…

[§414D-2] Reservation of power to amend or repeal. The Hawaii legislature has power to amend or repeal all or part of this chapter at any time and all domestic and foreign corporations subject to this chapter are governed by the amendment or repeal. [L 2001, c 105, pt of §1]

[§414D-20] Notice to the attorney general of commencement of proceeding. (a) The attorney general shall be given written notice of the commencement of any proceeding that this chapter authorizes the attorney general to bring but that has been commenced by another person within te…

PART X. MERGER [§414D-200] Definitions. As used in this part: "Association" means an association organized under chapter 421 or 421C. "Merger" means the procedure authorized by this part in which one domestic or foreign entity combines with one or more domestic or foreign entitie…

§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-203 Articles of merger. (a) After a plan of merger is approved by the board of directors and, if required by section 414D-202, by the members and any other persons, articles of merger shall be signed on behalf of each corporation and each other entity that is a party to the…

§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-206] Bequests, devises, and gifts. Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, that is made to a constituent corporation and that takes effect or remains payable after the merger, inures to …

[§414D-207.1] Conversions into and from corporations. (a) A domestic corporation may adopt a plan of conversion and convert to a foreign corporation if: (b) Any foreign corporation may adopt a plan of conversion and convert to a domestic corporation if the conversion is permitted…

[§414D-208.1] Articles of conversion. (a) If a plan of conversion has been approved in the manner prescribed by section 414D-202 and has not been abandoned, articles of conversion shall be executed by an officer or other duly authorized representative of the converting entity and…

[§414D-210.1] Effect of conversion. When a conversion becomes effective:

[§414D-211] Limitations on merger by public benefit corporations. (a) Without the prior approval of the circuit court for the first circuit in a proceeding in which the attorney general has been given written notice, a public benefit corporation may merge only with: (b) At least …

PART XI. SALE OF ASSETS [§414D-221] Sale of assets in regular course of activities and mortgage of assets. (a) A corporation, on the terms and conditions and for the consideration determined by the board of directors, may: (b) Unless the articles require it, approval of the membe…

§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 …

PART XII. DISTRIBUTIONS [§414D-231] Prohibited distributions. Except as authorized by section 414D-232, a corporation shall not make any distributions. [L 2001, c 105, pt of §1]

§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-243] Articles of dissolution. (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the department director articles of dissolution setting forth: (b) A corporation is dissolved upon the effective date of its articles of dissolution…

§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-245.5] Trustees or receivers for dissolved corporations; appointment; powers; duties. (a) When any corporation organized under the laws of this State shall be or shall have been dissolved or shall cease or shall have ceased to exist, the circuit court, upon application of …

[§414D-246] Known claims against dissolved corporation. (a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section. (b) The dissolved corporation shall notify its known claimants in writing of the dissolution at any…

§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: