Title 23, Corporations And Partnerships

§421-21.6 Mergers; procedures; approval by members. (a) Pursuant to a plan of merger, any agricultural cooperative association organized under this chapter may merge with one or more domestic professional corporations, or with one or more associations, or other business entities …

§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: (b) The annual report shall be filed within the time periods prescribed in subsections (c) and (d).…

§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 …

§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 …

§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 16…

§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 §…

§421-4 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: (b) The articles may also contain any other pro…

§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; …

§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…

§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…

§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…

§421-9 Powers. (a) An association formed under this chapter, or an association which might be formed under this chapter and which existed at the time this chapter took effect, shall have the capacity to act possessed by natural persons, but the association shall have the authorit…

PART I. GENERAL PROVISIONS §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 ent…

PART II. SPECIAL PROVISIONS §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 …

§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: (b) The articles may …

§421C-12 Bylaws; contents. The bylaws shall contain:

[§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 o…

§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 …

[§421C-15] No proxy. No member of an association shall be permitted to vote by proxy, subject to section 421C-16. [L 1982, c 97, pt of §2]

[§421C-16] Absentee voting. The articles or bylaws may allow votes on specific preannounced items by mail or otherwise by members absent from meetings. [L 1982, c 97, pt of §2]

[§421C-17] Removal of directors. Section 421-14, relating to the removal of a director of an agricultural association, shall apply to associations formed under this chapter. [L 1982, c 97, pt of §2]

[§421C-18] Removal of officers. Section 421-16, relating to the removal of an officer of an agricultural association, shall apply to associations formed under this chapter. [L 1982, c 97, pt of §2]

[§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…

[§421C-2] Purpose. An association may be incorporated under this chapter only for the purpose of transacting any lawful business for its membership, the general public, or both. [L 1982, c 97, pt of §2]

[§421C-20] Admission to membership. The bylaws may provide that a subscriber may vote and hold office prior to payment in full of share or membership capital. [L 1982, c 97, pt of §2]

[§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 a…

§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 …

[§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 t…

[§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 hel…

§421C-25 Allocation and distribution of net savings. (a) At least once a year the members, the directors, or both, as the articles or bylaws provide, shall apportion the net savings of the association to one or more of the following categories; except that not less than ten per c…

[§421C-26] Cooperative agreements. (a) Any association may enter into contracts, agreements, or arrangements with other associations, individuals, joint-ventures, partnerships, or corporations, for the cooperative and economical carrying on of its business. (b) Any two or more as…

[§421C-27] Bonding. Any individual acting as manager of an association and handling funds or securities amounting to $5,000 or more, in any one year, shall be covered by an adequate bond as determined by the directors and at the expense of the association. The bylaws may also pro…

§421C-28 Books; review. (a) Subject to subsection (b), every association shall keep a set of books of the association's business operations, which shall be reviewed at the end of each fiscal year by a certified public accountant who shall not be an officer, director, or employee …

§421C-29 Annual report. (a) Every association shall file with the director of commerce and consumer affairs an annual report as prescribed by the director. A copy of the report shall be submitted to the members at their annual meeting, mailed to each member of the association, or…

§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 pu…

[§421C-30] Voluntary dissolution, etc. Section 421-21 shall apply to associations formed under this chapter. For the purposes of this chapter, the term "voting power voting thereon" means those members present. [L 1982, c 97, pt of §2]

§421C-31 Merger. The general corporation laws relating to the merger of domestic corporations shall apply to associations formed under this chapter. [L 1982, c 97, pt of §2; am L 1986, c 339, §73; am L 2004, c 121, §27]

[§421C-32] Associations and agreements are not in restraint of trade. No association, or method or act thereof which complies with this chapter, shall be deemed a conspiracy or combination in restraint of trade or an illegal monopoly, or an attempt to lessen competition or fix pr…

[§421C-33] Volunteers exempted. (a) For the purposes of this section, "volunteer" means an individual who: (b) Associations may accept labor and services from volunteers. (c) In addition to any exemptions granted to nonpaid labor, volunteers who acknowledge in writing that they a…

[§421C-34] Use of name "cooperative"; penalty. (a) Only (1) associations organized hereunder, (2) groups organized on a cooperative basis under this or any other law of this State, and (3) foreign corporations authorized to do business in this State on a cooperative basis under t…

[§421C-35] Construction of chapter. If there is any conflict between this chapter and any other law, the provisions of this chapter shall control. [L 1982, c 97, pt of §2]

§421C-36 Exemption of voting stock from registration. Membership stock or membership certificates under section 421C-3(a), or share or membership capital of any association organized under or existing prior to passage of this chapter shall be included as exempt securities under s…

§421C-37 Existing cooperatives. Any domestic corporation or group operating on a cooperative basis as defined in section 421C-1 may elect by a vote of two-thirds of the members present and voting to secure the benefits of and be bound by this chapter, and shall thereupon file suc…

[PART III. UNCLAIMED PROPERTY] [§421C-41] Annual report of unclaimed property. Chapter 523A shall not apply to an electric utility cooperative association; provided that each association within one hundred twenty days after the close of the association's fiscal year, shall file w…

[§421C-42] Disposition of non-escheat patronage refunds. (a) An electric utility cooperative association shall transfer all non-escheat patronage refunds to a nonprofit corporation incorporated pursuant to chapter 414D. (b) The nonprofit corporation to which non-escheat patronage…

§421H-1 Definitions. As used in this chapter, unless otherwise indicated by the context: "Corporate equity" means the excess of the current fair market value of the corporation's assets, including its real property, over the sum of the current transfer values of all shares or mem…