There is a newer version of the Hawaii Revised Statutes
2015 Hawaii Revised Statutes
TITLE 23. CORPORATIONS AND PARTNERSHIPS
414D. Hawaii Nonprofit Corporations Act
PART I. GENERAL PROVISIONS- 414D-1 Short title.
- 414D-2 Reservation of power to amend or repeal.
- 414D-3 Filing requirements.
- 414D-4 Forms.
- 414D-5 Filing, service, and copying fees.
- 414D-6 Effective time and date of document.
- 414D-7 Correcting filed document.
- 414D-8 Filing duty of the department director.
- 414D-9 Appeal from the department director's refusal to file document.
- 414D-10 Evidentiary effect of copy of filed document.
- 414D-11 Certificates and certified copies to be received in evidence.
- 414D-12 Penalty for signing false document.
- 414D-13 Department director; powers.
- 414D-14 Definitions.
- 414D-15 Notice.
- 414D-16 Private foundations.
- 414D-17 Judicial relief.
- 414D-18 Miscellaneous charges.
- 414D-19 Shares of stock and dividends prohibited; compensation; distribution.
- 414D-20 Notice to the attorney general of commencement of proceeding.
- 414D-31 Incorporators.
- 414D-32 Articles of incorporation.
- 414D-33 Incorporation.
- 414D-34 Liability for preincorporation transactions.
- 414D-35 Organization of corporation.
- 414D-36 Bylaws.
- 414D-37 Emergency bylaws and powers.
- 414D-61 Corporate name.
- 414D-62 Reserved name.
- 414D-63 REPEALED.
- 414D-64 Administrative order of abatement for infringement of corporate name.
- 414D-71 Registered agent.
- 414D-72 Designation or change of registered agent.
- 414D-73 Resignation of registered agent.
- 414D-74 Service on corporation.
- 414D-81 Admission.
- 414D-82 Consideration.
- 414D-83 No requirement of members.
- 414D-84 Differences in rights and obligations of members.
- 414D-85 Member's liability to third parties.
- 414D-86 Member's liability for dues, assessments, and fees.
- 414D-87 Creditor's action against member.
- 414D-88 REPEALED.
- 414D-89 Termination, expulsion, and suspension.
- 414D-89.5 Amendment terminating or canceling members; redemption of membership.
- 414D-90 Derivative suits.
- 414D-91 Delegates.
- 414D-101 Annual and regular meetings.
- 414D-102 Special meetings.
- 414D-103 Court-ordered meetings.
- 414D-104 Action by written consent.
- 414D-104.5 Action by ballot.
- 414D-105 Notice of meeting.
- 414D-106 Waiver of notice.
- 414D-107 Record date; determining members entitled to notice and vote.
- 414D-108 REPEALED.
- 414D-109 Members' list for meeting.
- 414D-110 Voting entitlement generally.
- 414D-111 Quorum requirements.
- 414D-112 Voting requirements.
- 414D-113 Proxies.
- 414D-114 Cumulative voting for directors.
- 414D-115 Other methods of electing directors.
- 414D-116 Corporation's acceptance of votes.
- 414D-117 Voting agreements.
- 414D-131 Requirement for and duties of the board.
- 414D-132 Qualifications of directors.
- 414D-133 Number of directors.
- 414D-134 Election, designation, and appointment of directors.
- 414D-135 Terms of directors generally.
- 414D-136 Staggered terms for directors.
- 414D-137 Resignation of directors.
- 414D-138 Removal of directors elected by members or directors.
- 414D-139 Removal of designated or appointed directors.
- 414D-140 Removal of directors by judicial proceeding.
- 414D-141 Vacancy on board.
- 414D-142 Compensation of directors.
- 414D-143 Regular and special meetings.
- 414D-144 Action without meeting.
- 414D-145 Call and notice of meetings.
- 414D-146 Waiver of notice of meeting.
- 414D-147 Quorum and voting.
- 414D-148 Committees of the board.
- 414D-149 General standards for directors.
- 414D-150 Director conflict of interest.
- 414D-151 Loans to or guaranties for directors and officers.
- 414D-152 Liability for unlawful distributions.
- 414D-153 Required officers.
- 414D-154 Duties and authority of officers.
- 414D-155 Standards of conduct for officers.
- 414D-156 Resignation and removal of officers.
- 414D-157 Contract rights of officers.
- 414D-158 Officers' authority to execute documents.
- 414D-159 Definitions.
- 414D-160 Authority to indemnify.
- 414D-161 Mandatory indemnification.
- 414D-162 Advance for expenses.
- 414D-163 Court-ordered indemnification.
- 414D-164 Determination and authorization of indemnification.
- 414D-165 Indemnification of officers, employees, and agents.
- 414D-166 Insurance.
- 414D-167 Application of this part.
- 414D-181 Authority to amend.
- 414D-182 Procedure to amend articles of incorporation.
- 414D-183 Articles of amendment.
- 414D-184 Restated, amended and restated, articles of incorporation.
- 414D-185 Amendment pursuant to judicial reorganization.
- 414D-186 Effect of amendment and restatement.
- 414D-187 Bylaws.
- 414D-188 Approval by third persons.
- 414D-200 Definitions
- 414D-201 Merger.
- 414D-201.5 Foreign mergers.
- 414D-202 Action on plan by board, members, and third persons.
- 414D-203 Articles of merger.
- 414D-204 Effect of merger.
- 414D-205 REPEALED.
- 414D-206 Bequests, devises, and gifts.
- 414D-207 REPEALED.
- 414D-208 REPEALED.
- 414D-209 REPEALED.
- 414D-210 REPEALED.
- 414D-211 Limitations on merger by public benefit corporations.
- 414D-221 Sale of assets in regular course of activities and mortgage of assets.
- 414D-222 Sale of assets other than in regular course of activities.
- 414D-231 Prohibited distributions.
- 414D-232 Authorized distributions.
- 414D-233 Notice to the attorney general of intention to dissolve
- 414D-241 Dissolution by incorporators, initial directors, and third persons.
- 414D-242 Dissolution by directors, members, and third persons.
- 414D-243 Articles of dissolution.
- 414D-244 Revocation of dissolution.
- 414D-245 Effect of dissolution.
- 414D-245.5 Trustees or receivers for dissolved corporations; appointment; powers; duties.
- 414D-246 Known claims against dissolved corporation.
- 414D-247 Unknown claims against dissolved corporation.
- 414D-248 Grounds for administrative dissolution.
- 414D-249 Procedure for and effect of administrative dissolution and effect of expiration.
- 414D-250 Reinstatement following administrative dissolution.
- 414D-251 Appeal from denial of reinstatement.
- 414D-252 Grounds for judicial dissolution.
- 414D-253 Procedure for judicial dissolution.
- 414D-254 Receivership or custodianship.
- 414D-255 Decree of dissolution.
- 414D-256 Deposit with director of finance.
- 414D-271 Authority to transact business required.
- 414D-272 Consequences of transacting business without authority.
- 414D-273 Application for certificate of authority.
- 414D-274 Change of name by foreign corporation.
- 414D-275 Effect of certificate of authority.
- 414D-276 Corporate name of foreign corporation.
- 414D-277 Registered agent of foreign corporation.
- 414D-278 Change of registered agent of foreign corporation.
- 414D-279 Resignation of registered agent of foreign corporation.
- 414D-280 Service on foreign corporation.
- 414D-281 Application to corporations heretofore authorized to transact business in this State.
- 414D-282 Withdrawal of foreign corporation.
- 414D-283 Grounds for revocation of certificate of authority.
- 414D-284 Procedure and effect of revocation.
- 414D-285 Appeal from revocation.
- 414D-301 Corporate records.
- 414D-302 Inspection of records by members.
- 414D-303 Scope of inspection rights.
- 414D-304 Court-ordered inspection.
- 414D-305 Limitations on use of membership list.
- 414D-306 Financial statements for members.
- 414D-306.5 Inspection of records by directors.
- 414D-307 Report of indemnification to members.
- 414D-308 Annual report.
- 414D-321 Application to existing domestic corporations.
- 414D-322 Application to qualified foreign corporations.
- 414D-323 Saving provisions.
- 414D-324 Severability.
Case Notes
Where church was not a hierarchical church, but a congregational church that made decisions by a vote of its members as set forth in its "petition for charter" of incorporation and bylaws, the church was governed by this chapter; thus, appellants should have been allowed to amend their complaint, had standing to contest their expulsion, and were not precluded from doing so by the ecclesiastical abstention doctrine; also, doctrine did not bar appellants' complaint to the extent it did not require resolution of controversies over church doctrine, law, or polity. 118 H. 165 (App.), 185 P.3d 913 (2008).
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