421-1 Definitions. As used in this chapter, unless the context or subject matter requires otherwise:

"Agricultural products" includes floricultural, horticultural, viticultural, forestry, nut, coffee, dairy, livestock, poultry, bee, farm or plantation products, and fish and aquacultural commodities.

"Articles" means the articles of incorporation.

"Association" means any corporation organized under this chapter for the mutual benefit of its members, as agricultural producers, and which confines its operations to purposes authorized by this chapter and restricts the return on the stock or membership capital and the amount of its business with nonmembers to the limits placed thereon by this chapter for associations organized hereunder; provided that any fish marketing association organized pursuant to chapter 422 and in existence on May 7, 1991, shall be considered an association for purposes of this chapter. Associations shall be classified as and deemed to be nonprofit corporations, inasmuch as their primary object is not to pay dividends on invested capital, but to render service and provide means and facilities by or through which the producers of agricultural products may receive a reasonable and fair return for their products.

"Board" means the board of directors.

"Domestic association" means an association or corporation formed under the laws of the State.

"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 joint or common economic interest, associations and cooperative associations, and state, federal, and foreign governments.

"Individual" means a natural person.

"Member" includes the holder of a membership in an association without capital stock or the holder of common stock in [an] association organized with capital stock.

"Membership capital" means that capital paid to a nonstock association by a member in order to be a member and have the rights of membership in the association.

"Merger" means the procedure authorized by [section 421-21.6] 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.

"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.

"Other business entity" means a corporation, nonprofit corporation, general partnership, limited partnership, limited liability partnership, or limited liability company.

"Person" includes individuals, partnerships, corporations, limited liability companies, and associations. [L 1949, c 234, pt of 1; RL 1955, 176-2; HRS 421-1; am L 1982, c 257, 3; am L 1985, c 266, 1; am L 1988, c 373, 17; am L 1991, c 100, 1; am L 2001, c 129, 61; am L 2004, c 121, 3; am L 2006, c 184, 14]


Case Notes


Contracts of cooperative associations give rise to presumption of agency relationships. 46 H. 293, 380 P.2d 156.


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