Chapter 414D

§414D-1 Name of this law

§414D-2 State can change or cancel these rules anytime

§414D-3 Filing requirements for corporate documents

§414D-4 Forms for corporate filings

§414D-5 Filing, service, and copying fees

§414D-6 When a filed document takes effect

§414D-7 Correcting a filed document

§414D-8 How the department director handles filed documents

§414D-9 Appealing a refusal to file your corporation's document

§414D-10 What a certified copy of a filed document proves

§414D-11 Official certificates and copies count as evidence in court

§414D-12 Penalty for signing a false document

§414D-13 Department director's powers and rule-making

§414D-14 Definitions for Nonprofit Corporations

§414D-15 How notice is given to members and directors

§414D-16 Rules for private foundation corporations

§414D-17 When a court can step in to hold a meeting

§414D-18 Miscellaneous charges

§414D-19 No stock, dividends, or profit-sharing; pay for work is allowed

§414D-20 Notice to the attorney general when a case starts

§414D-31 Who can start a corporation and how

§414D-32 What must be in the articles of incorporation

§414D-33 When a corporation officially exists

§414D-34 Personal responsibility for acting before a corporation exists

§414D-35 Organizing the corporation after filing

§414D-36 Rules for running the corporation

§414D-37 Emergency Bylaws and Powers

§414D-51 Purposes of a corporation

§414D-52 What powers a corporation has

§414D-53 What a company can do during an emergency

§414D-54 When a corporation's actions can be challenged

§414D-61 Rules for choosing a corporate name

§414D-62 Reserving a corporate name

§414D-64 Stopping a business from using a name too close to yours

§414D-71 Keeping a registered agent in Hawaii

§414D-72 Designating or changing a registered agent

§414D-73 How a registered agent can resign

§414D-74 How legal papers can be delivered to a corporation

§414D-81 Rules for joining a nonprofit corporation

§414D-82 How members can be admitted and what they pay

§414D-84 Equal rights and duties for all members

§414D-85 Members are not personally liable for the corporation's debts

§414D-86 When members must pay dues and fees

§414D-87 When a creditor can go after a member for what the member owes the corporation

§414D-89 Termination, expulsion, and suspension

§414D-89.5 Ending or canceling memberships

§414D-90 Derivative suits

§414D-91 How corporations can use delegates

§414D-92 When a corporation can buy back its memberships

§414D-101 Annual and regular member meetings

§414D-102 Special meetings of members

§414D-103 When a court can order a meeting

§414D-104 Members can approve actions by written consent without a meeting

§414D-104.5 Voting by ballot without a meeting

§414D-105 How members must be told about meetings

§414D-106 Waiving notice for member meetings

§414D-107 Record date for member notice and voting

§414D-109 Members' list for meeting

§414D-110 How members vote and shared memberships

§414D-111 Quorum requirements

§414D-112 How member votes are counted and changing vote rules

§414D-113 How members can appoint and use proxies

§414D-114 How members can use cumulative voting for directors

§414D-115 Other ways members can elect directors

§414D-116 When a corporation can accept a member's vote

§414D-117 Voting agreements

§414D-131 Board of directors required and its powers

§414D-132 Qualifications of directors

§414D-133 How many directors a board must have

§414D-134 How directors are chosen for a nonprofit corporation

§414D-135 How long directors serve and when their terms end

§414D-136 Staggered terms for directors

§414D-137 How directors can resign and when it takes effect

§414D-138 Removing directors of a nonprofit corporation

§414D-139 How to remove a designated or appointed director

§414D-140 When a court can remove a corporate director

§414D-141 Filling a Vacancy on the Board

§414D-142 Directors can be paid if rules allow

§414D-143 Rules for regular and special board meetings

§414D-144 Board action without a meeting

§414D-145 Rules for calling and notifying board meetings

§414D-146 When directors can give up their right to meeting notice

§414D-147 How many board members must be present to vote

§414D-148 How boards can create and use committees

§414D-149 Rules for how directors must do their jobs

§414D-150 When a director can benefit from a company deal

§414D-151 Loans to or guaranties for directors and officers

§414D-152 Directors' personal liability for illegal payouts

§414D-153 Who must be officers and how they are chosen

§414D-154 Officers' duties and powers

§414D-155 Standards of conduct for officers

§414D-156 Resignation and Removal of Officers

§414D-157 Officer contracts and removal rules

§414D-158 When a company's signed papers are still valid

§414D-159 Definitions for corporate protection rules

§414D-160 When a company can pay a director's legal costs

§414D-161 When a company must pay a director's legal costs

§414D-162 When a company can pay a director's legal costs upfront

§414D-163 When a court can order a company to pay a director's legal costs

§414D-164 How a company decides whether to pay a director's legal costs

§414D-165 When the company must or may pay legal costs for non-directors

§414D-166 When a corporation can buy insurance for its people

§414D-167 How this part applies to a corporation's promises to pay director costs

§414D-181 When a corporation can change its articles

§414D-182 How to change the articles of incorporation

§414D-183 What to file when changing your corporation's articles

§414D-184 How to restate or amend your corporation's articles

§414D-185 Changing corporate papers after a court-ordered reorganization

§414D-186 How changing the articles affects lawsuits and rights

§414D-187 Who makes and changes the corporation's bylaws

§414D-188 When other people must approve changes to your nonprofit's rules

§414D-200 Definitions for association mergers

§414D-201 Merging professional corporations with other businesses

§414D-201.5 Foreign company mergers: filing proof with the state

§414D-202 How a merger plan gets approved and can be changed or canceled

§414D-203 Filing the paperwork to combine companies

§414D-204 What happens when a merger takes effect

§414D-206 Gifts to a merged corporation go to the survivor

§414D-207.1 Changing a corporation from local to foreign or back

§414D-208.1 How to file conversion papers for a business

§414D-210.1 What happens when a business conversion takes effect

§414D-211 Rules for public benefit corporations merging with other companies

§414D-221 Selling or mortgaging the corporation's property

§414D-222 Selling or giving away most of the corporation's property

§414D-231 Prohibited distributions

§414D-232 When a nonprofit can give money or benefits

§414D-233 Notice to attorney general before dissolving a public benefit corporation

§414D-241 How incorporators or initial directors can dissolve a corporation

§414D-242 How a nonprofit can be dissolved by its leaders and members

§414D-243 Articles of Dissolution

§414D-244 How a corporation can cancel its dissolution

§414D-245 What happens when a nonprofit corporation dissolves

§414D-245.5 Court-appointed trustees or receivers for dissolved corporations

§414D-246 How a dissolved corporation can handle known claims

§414D-247 How a dissolved company can warn about claims

§414D-248 When the state can dissolve a corporation

§414D-249 What happens when the state dissolves a corporation

§414D-250 How a dissolved corporation can be reinstated

§414D-251 Appealing a denial of reinstatement

§414D-252 When a court can dissolve a corporation

§414D-253 How a court dissolves a corporation

§414D-254 Court-appointed managers for dissolving corporations

§414D-255 Court order ending a corporation

§414D-256 What happens to assets when an owner cannot be found

§414D-271 When a foreign corporation must get a license to do business in Hawaii

§414D-272 What happens if a foreign corporation does business in Hawaii without a certificate of authority

§414D-273 Applying for a Certificate of Authority

§414D-274 Name changes for out-of-state corporations doing business in Hawaii

§414D-275 What a Certificate of Authority Does

§414D-276 Foreign company name rules in Hawaii

§414D-277 Registered agent for out-of-state corporations

§414D-278 Changing the registered agent of a foreign corporation

§414D-279 How a foreign corporation's registered agent can resign

§414D-280 How legal papers can be delivered to an out-of-state company

§414D-281 Rights and duties for foreign corporations already doing business

§414D-282 Withdrawal of a foreign corporation

§414D-283 When the state can cancel a foreign company's license to do business

§414D-284 How a foreign corporation's license can be revoked

§414D-285 Appealing a company's revoked license

§414D-301 Corporate records

§414D-302 When members can look at company records

§414D-303 Inspection rights: agents, copies, and fees

§414D-304 When a court can order a corporation to show its records

§414D-305 When can someone use the membership list?

§414D-306 Getting financial reports from your corporation

§414D-306.5 Directors' right to see company records

§414D-307 Reporting director payments to members

§414D-308 Annual report

§414D-311 Superseding chapters

§414D-321 Which existing nonprofit corporations this law covers

§414D-322 Application to qualified foreign corporations

§414D-323 What happens to old laws when this chapter takes effect

§414D-324 If one part is invalid, the rest still stands