HRS §414D-31 Incorporators
414D-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
2001, c 105, pt of §1
Organization
HRS div. 2, tit. 23, ch. 414D, pt. II
in effectHRS §414D-32 Articles of incorporation
414D-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 414D-61;
(2) The mailing address of the corporation's initial
principal office and the information required by section 425R-4(a);
(3) The name and address of each incorporator;
(4) Whether or not the corporation will have members;
and
(5) Provisions not inconsistent with law regarding
the distribution of assets on dissolution.
(b) The articles of incorporation may set
forth:
(1) The purpose or purposes for which the corporation
is organized, which may be, either alone or in combination with other purposes,
the transaction of any lawful activity;
(2) The names and addresses of the individuals who
are to serve as the initial directors;
(3) Provisions not inconsistent with law regarding:
(A) Managing and regulating the affairs of
the corporation;
(B) Defining, limiting, and regulating the
powers of the corporation, its board of directors, and members (or any class of
members), including but not limited to the power to merge with another
corporation, convert to another type of entity, sell all or substantially all
of the corporation's assets, or dissolve the corporation; and
(C) The characteristics, qualifications,
rights, limitations, and obligations attaching to each or any class of members;
(4) Any provision that under this chapter is required
or permitted to be set forth in the bylaws;
(5) Provisions eliminating or limiting the personal
liability of a director to the corporation or members of the corporation for
monetary damages for breach of the director's duties to the corporation and its
members; provided that such a provision may not eliminate or limit the
liability of a director:
(A) For any breach of the director's duty of
loyalty to the corporation or its members;
(B) For acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law;
(C) For any transaction from which a director
derived an improper personal economic benefit; or
(D) Under sections 414D-150 to 414D-152.
(c) None of the
provisions specified in this section shall eliminate or limit the liability of
a director for any act or omission occurring prior to the date when the
provision becomes effective.
(d) The
articles of incorporation need not set forth any of the corporate powers
enumerated in this chapter.
[L 2001, c 105, pt of §1; am L 2002, c 130, §39; am
L 2003, c 124, §24; am L 2009, c 55, §18]
HRS §414D-33 Incorporation
414D-33. Incorporation
(a) A corporation's existence begins when the articles of incorporation are filed with the department director.
(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 2001, c 105, pt of §1; am L 2003, c 124, §25]
HRS §414D-34 Liability for preincorporation transactions
414D-34. Liability for preincorporation 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 2001, c
105, pt of §1
HRS §414D-35 Organization of corporation
414D-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 the State in accordance with section 414D-143.
[L 2001, c 105, pt of
§1]
HRS §414D-36 Bylaws
414D-36. Bylaws
(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
(b) The bylaws may contain any provision for
regulating and managing the affairs of the corporation that is not inconsistent
with law or the articles of incorporation.
[L 2001, c 105, pt of §1]
HRS §414D-37 Emergency bylaws and powers
414D-37. Emergency bylaws and powers
(a) Unless the articles provide otherwise, the directors of a corporation may adopt, amend, or repeal bylaws to be effective only in an emergency defined in subsection (d). The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporation during the emergency, including:
(1) How to call a meeting of the board;
(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 2001, c 105, pt of §1]
Source: Hawaii State Legislature (capitol.hawaii.gov), via Internet Archive capturesURL: http://www.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0414D/HRS_0414D-.htmFetched: 11/10/2026