CHAPTER 414D
HAWAII NONPROFIT CORPORATIONS ACT
Part I. General Provisions
Section
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
Part II. Organization
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
Part III. Purposes and Powers
414D-51 Purposes
414D-52 General powers
414D-53 Emergency powers
414D-54 Ultra vires
Part IV. Names
414D-61 Corporate name
414D-62 Reserved name
414D-63 Repealed
414D-64 Administrative order of abatement for infringement of
corporate name
Part V. Office and Registered Agent
414D-71 Registered agent
414D-72 Designation or change of registered agent
414D-73 Resignation of registered agent
414D-74 Service on corporation
Part VI. Members and Memberships
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414D-88 Repealed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
Part VII. Members' Meetings, and Voting
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414D-108 Repealed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
Part VIII. Directors and Officers
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
Part IX. Amendment of Articles of Incorporation and Bylaws
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
Part X. Merger
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, 208 Repealed
414D-209 Repealed
414D-210 Repealed
414D-211 Limitations on merger by public benefit corporations
Part XI. Sale of Assets
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
Part XII. Distributions
414D-231 Prohibited distributions
414D-232 Authorized distributions
414D-233 Notice to the attorney general of intention to
dissolve
Part XIII. Dissolution
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
Part XIV. Foreign Corporations
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
Part XV. Records and Reports
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
Part XVI. Superseding Chapters
414D-311 Superseding chapters
Part XVII. Transition Provisions
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 by-laws, 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).