Terms Used In Hawaii Revised Statutes > Chapter 414D > Part X - Merger

• Acquittal:
  1. Judgement that a criminal defendant has not been proved guilty beyond a reasonable doubt.
  2. A verdict of "not guilty."
   
• Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
• Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
• Arrest: Taking physical custody of a person by lawful authority.
• 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.
• Association: means an association organized under chapter 421 or 421C. See Hawaii Revised Statutes 414D-200
• Bequest: Property gifted by will.
• 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
• Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
• Conviction: A judgement of guilt against a criminal defendant.
• Corporation: means a nonprofit corporation unless otherwise specified. 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.
• Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
• Department: means the department of commerce and consumer affairs, unless the context otherwise requires. See Hawaii Revised Statutes 414D-14
• Department director: means the director of the department of commerce and consumer affairs, unless the context otherwise requires. See Hawaii Revised Statutes 414D-14
• Devise: To gift property by will.
• 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
• Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
• Domestic corporation: means a corporation organized under the laws of this State. 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
• Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
• Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
• Fiduciary: A trustee, executor, or administrator.
• filing: means filed in the office of the department director. See Hawaii Revised Statutes 414D-14
• Foreign corporation: means a corporation organized under a law other than the law of this State. See Hawaii Revised Statutes 414D-14
• Fraud: Intentional deception resulting in injury to another.
• Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
• Indictment: The formal charge issued by a grand jury stating that there is enough evidence that the defendant committed the crime to justify having a trial; it is used primarily for felonies.
• Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
• Juror: A person who is on the jury.
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• Member: means (without regard to what a person is called in the articles or bylaws) any person or persons having the rights and obligations of membership pursuant to a corporation's articles of incorporation or bylaws. See Hawaii Revised Statutes 414D-14
• Membership: refers to the rights and obligations a member or members have pursuant to a corporation's articles, bylaws, and this chapter. See Hawaii Revised Statutes 414D-14
• Merger: means the procedure authorized by this part in which one domestic or foreign entity combines with one or more domestic or foreign entities resulting in either one surviving entity or one new entity. See Hawaii Revised Statutes 414D-200
• Nolo contendere: No contest-has the same effect as a plea of guilty, as far as the criminal sentence is concerned, but may not be considered as an admission of guilt for any other purpose.
• Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
• Organizing articles: means :

  (1) For an association, corporation, or nonprofit corporation, the articles of incorporation;

  (2) For a general partnership or limited liability partnership, the registration statement;

  (3) For a limited partnership, the certificate of limited partnership; and

  (4) For a limited liability company, the articles of organization. See Hawaii Revised Statutes 414D-200

• Other business entity: means a profit corporation, limited liability company, general partnership, limited partnership, limited liability partnership, or association. See Hawaii Revised Statutes 414D-200
• Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
• Person: includes any individual or entity. See Hawaii Revised Statutes 414D-14
• Plea: In a criminal case, the defendant's statement pleading "guilty" or "not guilty" in answer to the charges, a declaration made in open court.
• Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Hawaii Revised Statutes 414D-14
• Profit corporation: means a corporation organized for profit and registered under chapter 414. 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
• Service of process: The service of writs or summonses to the appropriate party.
• Statute: A law passed by a legislature.
• Trial: A hearing that takes place when the defendant pleads "not guilty" and witnesses are required to come to court to give evidence.
• United States: includes district, authority, bureau, commission, department, and any other agency of the United States. See Hawaii Revised Statutes 414D-14
• Verdict: The decision of a petit jury or a judge.
• Voir dire: The process by which judges and lawyers select a petit jury from among those eligible to serve, by questioning them to determine knowledge of the facts of the case and a willingness to decide the case only on the evidence presented in court. "Voir dire" is a phrase meaning "to speak the truth."
• Vote: includes authorization by ballot and written consent. 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