HRS §414-31 Incorporators
414-31. Incorporators
One or more individuals may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the department director for filing.
L
2000, c 244, pt of §1
Incorporation
HRS div. 2, tit. 23, ch. 414, pt. III
in effectHRS §414-32 Articles of incorporation
414-32. Articles of incorporation
(a) The articles of incorporation shall set forth:
(1) A corporate name for the corporation that
satisfies the requirements of section 414-51;
(2) The number of shares the corporation is
authorized to issue;
(3) The mailing address of the corporation's initial
principal office and the information required by section 425R-4(a); and
(4) The name and address of each incorporator.
(b) The articles of incorporation may set
forth:
(1) The names and addresses of the individuals who
are to serve as the initial directors;
(2) Provisions not inconsistent with law regarding:
(A) The purpose or purposes for which the
corporation is organized;
(B) Managing the business and regulating the
affairs of the corporation;
(C) Defining, limiting, and regulating the
powers of the corporation, its board of directors, and shareholders;
(D) A par value for authorized shares or
classes of shares; and
(E) The imposition of personal liability on
shareholders for the debts of the corporation to a specified extent and upon
specified conditions;
(3) Any provision that under this chapter is required
or permitted to be set forth in the bylaws;
(4) A provision eliminating or limiting the liability
of a director to the corporation or its shareholders for money damages for any
action taken, or any failure to take any action, as a director, subject to
section 414-222; and
(5) A provision permitting or making obligatory
indemnification of a director for liability (as defined in section [414-241])
to any person for any action taken, or any failure to take any action, as a
director, except liability for:
(A) Receipt of a financial benefit to which
the director is not entitled;
(B) An intentional infliction of harm on the
corporation or its shareholders;
(C) A violation of section 414-223; or
(D) An intentional violation of criminal law.
(c) The articles of incorporation need not set
forth any of the corporate powers enumerated in this chapter.
[L 2000, c 244,
pt of §1; am L 2002, c 130, §10; am L 2009, c 55, §4]
HRS §414-33 Incorporation
414-33. Incorporation
(a) The corporate existence begins when the articles of incorporation are filed.
(b) The department director's filing of the
articles of incorporation is conclusive proof that the incorporators satisfied
all conditions precedent to incorporation except in a proceeding by the State
to cancel or revoke the incorporation or involuntarily dissolve the
corporation.
[L 2000, c 244, pt of §1]
HRS §414-34 Liability for pre-incorporation transactions
414-34. Liability for pre-incorporation transactions
All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.
L 2000, c
244, pt of §1
HRS §414-35 Organization of corporation
414-35. Organization of corporation
(a) After incorporation:
(1) If initial directors are named in the articles of
incorporation, the initial directors shall hold an organizational meeting, at
the call of a majority of the directors, to complete the organization of the
corporation by appointing officers, adopting bylaws, and carrying on any other
business brought before the meeting;
(2) If initial directors are not named in the
articles, the incorporator or incorporators shall hold an organizational
meeting at the call of a majority of the incorporators to elect:
(A) Directors and complete the organization
of the corporation; or
(B) A board of directors who shall complete
the organization of the corporation.
(b) Action required or permitted by this
chapter to be taken by incorporators at an organizational meeting may be taken
without a meeting if the action taken is evidenced by one or more written
consents describing the action taken and signed by each incorporator.
(c) An organizational meeting may be held in
or out of this State.
[L 2000, c 244, pt of §1]
HRS §414-36 Bylaws
414-36. Bylaws
(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
(b) The bylaws of a corporation may contain
any provision for managing the business and regulating the affairs of the corporation
that is not inconsistent with law or the articles of incorporation.
[L 2000, c
244, pt of §1]
HRS §414-37 Emergency bylaws
414-37. Emergency bylaws
(a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d). The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including:
(1) Procedures for calling a meeting of the board of
directors;
(2) Quorum requirements for the meeting; and
(3) Designation of additional or substitute
directors.
(b) All provisions of the regular bylaws
consistent with the emergency bylaws remain effective during the emergency.
The emergency bylaws are not effective after the emergency ends.
(c) Corporate action taken in good faith in
accordance with the emergency bylaws:
(1) Binds the corporation; and
(2) May not be used to impose liability on a
corporate director, officer, employee, or agent.
(d) An emergency exists for purposes of this
section if a quorum of the corporation's directors cannot readily be assembled
because of some catastrophic event.
[L 2000, c 244, pt of §1]
Source: Hawaii State Legislature (capitol.hawaii.gov), via Internet Archive capturesURL: http://www.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0414/HRS_0414-.htmFetched: 11/10/2026