(a) The articles of incorporation shall set forth:
Terms Used In Hawaii Revised Statutes 414-32
Articles of incorporation: include amended and restated articles of incorporation and articles of merger. See Hawaii Revised Statutes 414-3
Authorized shares: means the shares of all classes a domestic corporation is authorized to issue. See Hawaii Revised Statutes 414-3
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.
Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
Principal office: means the office (in or out of this State) so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located. See Hawaii Revised Statutes 414-3
Shareholder: means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. See Hawaii Revised Statutes 414-3
Shares: means the units into which the proprietary interests in a corporation are divided. See Hawaii Revised Statutes 414-3
(1) A corporate name for the corporation that satisfies the requirements of § 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 shareholder approval required” class=”unlinked-ref” datatype=”S” sessionyear=”2019″ statecd=”HI”>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 § 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.
