(a) The articles of incorporation shall set forth:

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Terms Used In Hawaii Revised Statutes 414D-32

  • articles: includes amended and restated articles of incorporation, and articles of merger. See Hawaii Revised Statutes 414D-14
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • board of directors: means the board of directors of a corporation except that no person or group of persons are the board of directors because of powers delegated to that person or group pursuant to § 414D-131. See Hawaii Revised Statutes 414D-14
  • Bylaws: means the code or codes of rules (other than the articles) adopted pursuant to this chapter for the regulation or management of the affairs of the corporation irrespective of the name or names by which the rules are designated. See Hawaii Revised Statutes 414D-14
  • 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
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Directors: means individuals, designated in the articles or bylaws or elected by the incorporators, and their successors and individuals elected or appointed by any other name or title, to act as members of the board. See Hawaii Revised Statutes 414D-14
  • Distribution: means the payment of a dividend or any part of the income or profit of a corporation to its members, directors, or officers. See Hawaii Revised Statutes 414D-14
  • Entity: includes domestic and foreign corporations, domestic professional corporations, domestic and foreign limited liability companies, domestic and foreign nonprofit corporations, domestic and foreign business trusts, estates, domestic and foreign partnerships, domestic and foreign limited partnerships, domestic and foreign limited liability partnerships, trusts, two or more persons having a joint or common economic interest, associations and cooperative associations, and state, federal, and foreign governments. See Hawaii Revised Statutes 414D-14
  • 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
(1) A corporate name for the corporation that satisfies the requirements of § 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 §§ 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.

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