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2022 Hawaii Revised Statutes
Title 23. Corporations and Partnerships
421. Agricultural Cooperative Associations
- 421-1 Definitions.
- 421-2 Purposes.
- 421-3 Qualifications of incorporators.
- 421-4 Articles of incorporation.
- 421-5 Name.
- 421-6 Filing and recording articles of incorporation, etc.
- 421-7 Amendments of articles of incorporation.
- 421-8 Bylaws.
- 421-9 Powers.
- 421-10 Members.
- 421-11 Membership or stock certificates, transfers, dividends, preferred stock.
- 421-12 General and special meetings; how called.
- 421-13 Directors.
- 421-14 Removal of director.
- 421-15 Officers.
- 421-16 Removal of officer.
- 421-17 Referendum.
- 421-18 Contracts between association and members.
- 421-19 Misdemeanor to induce breach of marketing contract to cooperative association; spreading false reports about the management or finances thereof.
- 421-20 Associations are not in restraint of trade.
- 421-21 Voluntary dissolution.
- 421-21.5 REPEALED.
- 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 formed or organized under the laws of this State, any state or territory of the United States, any foreign jurisdiction, or any combination thereof, with one of the domestic professional corporations, associations, or other business entities whether domestic or foreign, being the surviving entity as provided in the plan; provided that the merger is permitted by the law of the state or country under whose law each foreign association or entity that is a party to the merger is organized. (b) The board or a committee selected by the board or the members shall adopt a plan of merger that sets forth: (1) The names of the entities proposing to merge; (2) The name of the surviving entity; (3) The manner and basis of converting the stock or membership of each association into stock or membership in the surviving entity; (4) The terms of the merger; (5) The proposed effect of the merger on the members of the association; and (6) Amendments, if any, to the organizing articles of the surviving entity or, if no amendments are desired, a statement that the organizing articles of the surviving entity shall not be amended pursuant to the merger. (c) The board of each association shall mail a notice of the proposed merger to each member. The notice shall contain the full text of the merger plan and the time and place of the meeting at which the plan will be considered. An association with more than two hundred members may publish the notice as provided in section 421-12. (d) At the meeting, a vote of the members shall be taken on the proposed plan; provided that a quorum of the members shall be registered as being present or represented by proxy vote at the meeting. The plan shall be approved upon receiving the affirmative vote of: (1) Two-thirds of the votes cast
- 421-22 Annual report.
- 421-23 Taxation.
- 421-24 Application to existing association.
- 421-25 General corporation laws, when applicable.
- 421-26 REPEALED.
- 421-27 REPEALED.
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