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2022 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- 414D-63 REPEALED.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- 414D-88 REPEALED.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. (a) Any amendment to the articles or bylaws which would terminate all members or any class of members or redeem or cancel all memberships or any class of memberships shall meet the requirements of this chapter and this section. (b) Prior to adopting a resolution proposing such an amendment, the board of the corporation shall give notice of the general nature of the amendment to the members. (c) After adopting a resolution proposing such an amendment, the notice to members proposing such amendment shall include one or more statements of up to five hundred words opposing the proposed amendment if such statement is submitted by any five members, or by members having three per cent or more of the voting power, whichever is less, not later than twenty days after the board has voted to submit such amendment to the members for approval. The production and mailing costs shall be paid by the corporation. (d) Any such amendment shall be approved by the members, whether through attendance or proxy, by two-thirds of the votes cast by each class present at the meeting at which the amendment is voted upon. (e) Section 414D-89 shall not apply to any amendment meeting the requirements of this chapter and this section. [L 2003, c 81, §1]
- 414D-90 Derivative suits.
- 414D-91 Delegates.
- 414D-92 Purchase of memberships.
- 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-207.1 Conversions into and from corporations. (a) A domestic corporation may adopt a plan of conversion and convert to a foreign corporation if: (1) The board of directors and members, if any, of the domestic corporation approve the plan of conversion in the manner prescribed by section 414D-202 if the conversion were treated as a merger to which the converting entity is a party and not the surviving entity; (2) The conversion is permitted by and complies with the laws of the state or country in which the converted entity is to be incorporated, formed, or organized; and the incorporation, formation, or organization of the converted entity complies with those laws; (3) At the time the conversion becomes effective, any member of the converting entity, unless otherwise agreed to by the member, shall become a member of the converted entity; (4) The members of the domestic corporation, as a result of the conversion, shall not become personally liable without the members' consent for the liabilities or obligations of the converted entity; and (5) The converted entity is incorporated, formed, or organized as part of or pursuant to the plan of conversion. (b) Any foreign corporation may adopt a plan of conversion and convert to a domestic corporation if the conversion is permitted by and complies with the laws of the state or country in which the foreign corporation is incorporated. (c) A plan of conversion shall set forth: (1) The name of the converting entity and the converted entity; (2) A statement that the converting entity is continuing its existence in the organizational form of the converted entity; and (3) A statement describing the organizational form of the converted entity and the state or country under the laws of which the converted entity is to be incorporated. (d) A plan of conversion may set forth any other provisions relating to the conversion that are not prohibited by law, including without limitation the initial bylaws and officers of the converted entity. (e) After the conversion of a domestic corporation
- 414D-208 REPEALED.
- 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 shall set forth a statement certifying the following: (1) The name, form of entity, and state or country of incorporation of the converting and converted entities; (2) That a plan of conversion has been approved; (3) That an executed plan of conversion is on file at the principal place of business of the converting entity and stating the address thereof; (4) That a copy of the plan of conversion shall be furnished by the converting entity prior to the conversion or by the converted entity after the conversion on written request and without cost, to any member or director, as the case may be, of the converting entity or the converted entity; and (5) That the approval of the plan of conversion was duly authorized and complied with the laws under which it was incorporated, formed, or organized. (b) The articles of conversion shall be delivered to the department director. The converted entity, if a domestic corporation, shall attach a copy of its articles of incorporation with the articles of conversion. (c) If the department director finds that the articles of conversion satisfy the requirements provided by law, and that all required documents are filed, the department director, after all fees have been paid, shall: (1) Stamp the articles of conversion and include the date of the filing; (2) File the document in the department director's office; and (3) Issue a certificate of conversion to the converted entity or its authorized representatives. [L 2017, c 87, pt of §1]
- 414D-209 REPEALED.
- 414D-210 REPEALED.
- 414D-210.1 Effect of conversion.
- 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. (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 any creditor, member, or director of the corporation, or any other person who shows good cause therefor, and upon a finding that the persons responsible for settling the unfinished business and winding up the affairs of the corporation either are not diligently pursuing such obligations, or cannot be found or otherwise are not available, may either appoint one or more of the directors of the corporation to be trustees or appoint one or more persons to be receivers of and for the corporation, to do all acts that are necessary for the final settlement of the unfinished business of the corporation. The powers of the trustees or receivers shall be effective for the time period determined by the circuit court. (b) The relief provided in this section shall be in addition to, and shall not limit or diminish, any remedies otherwise available under the common law or other state or federal statutes or rules. In the event of a conflict between this section and any common law, statute, or rule on the subject, the more beneficial provisions favoring the applicant shall prevail. [L 2004, c 121, §2]
- 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.
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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