(a) The circuit court of the county where a corporation‘s principal office is located may remove any director of the corporation from office in a proceeding commenced either by the corporation or its members holding at least ten per cent of the voting power of any class, or the attorney general in the case of a public benefit corporation, if the court finds that with respect to the corporation, the director’s removal is in the best interest of the corporation due to:

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Terms Used In Hawaii Revised Statutes 414D-140

  • Class: refers to a group of memberships which have the same rights with respect to voting, dissolution, redemption, and transfer. See Hawaii Revised Statutes 414D-14
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Corporation: means a nonprofit corporation unless otherwise specified. See Hawaii Revised Statutes 414D-14
  • county: includes the city and county of Honolulu. See Hawaii Revised Statutes 1-22
  • Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
  • Principal office: means the office (in or out of the State) so designated in the annual report where the principal offices of a domestic or foreign corporation are located. See Hawaii Revised Statutes 414D-14
  • Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Hawaii Revised Statutes 414D-14
  • Public benefit corporation: means any corporation designated by statute as a public benefit corporation, or any corporation that is recognized as exempt under section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or that is organized for public or charitable purposes and upon dissolution must distribute its assets to a public benefit corporation, the United States, a state, or a person recognized as exempt under section 501(c)(3) of the Internal Revenue Code of 1986, as amended. See Hawaii Revised Statutes 414D-14
  • Voting power: means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote which is contingent upon the happening of a condition or event that has not occurred at the time. See Hawaii Revised Statutes 414D-14
(1) The director’s fraudulent or dishonest conduct;
(2) The director’s gross abuse of authority or discretion; or
(3) A final judgment finding that the director has violated a duty set forth in §§ 414D-149 and 414D-152, and that removal is in the best interest of the corporation.
(b) The court that removes a director may bar the director from serving on the board for a period prescribed by the court.
(c) If members or the attorney general commence a proceeding under subsection (a), the corporation shall be made a party defendant.
(d) If a public benefit corporation or its members commence a proceeding under subsection (a), within ten days of its commencement, they shall give the attorney general written notice of the proceeding.

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