§412:3-402  Capital stock.  The
following provisions shall apply to all shares of capital stock of a Hawaii
stock financial institution:



(1)  Subject to any restrictions in chapter 414 or the
articles of incorporation, the consideration to be paid for the issuance of
authorized capital stock of a Hawaii stock financial institution shall be
authorized by the board of directors of the financial institution and shall be
paid only in money or such other consideration as may be authorized by chapter
414 or this chapter, but not in labor or services actually performed for the
financial institution; provided that upon authorization by the board of
directors, the financial institution may issue its own authorized shares of
capital stock in exchange for or in conversion of its outstanding shares, or
distribute its own shares pro rata to its shareholders or the shareholders of
one or more classes or series, to effectuate stock dividends or splits, and any
such transaction shall not require consideration; provided further that no such
issuance of shares of any class or series shall be made to the holders of
shares of any other class or series unless it is either expressly provided for
in the articles of incorporation, or is authorized by the affirmative vote or
the written consent of the holders of at least a majority of the outstanding
shares of the class or series in which a distribution is to be made.



(2)  No Hawaii financial institution shall issue any
share of its capital stock unless and until the full amount of any
consideration therefor as authorized by the board of directors shall have been
paid into or received by the financial institution.



(3)  No Hawaii stock financial institution other than
a nondepository financial services loan company shall issue preferred stock
without first obtaining the written approval of the commissioner as to the
amount and terms thereof.  While any preferred stock of a financial institution
is held as owner or pledgee by any federal agency or entity established by law
for the purpose of providing financial assistance to financial institutions,
such preferred stock and any dividends paid thereon shall be exempt from
taxation by this State.



(4)  No Hawaii stock financial institution other than
a nondepository financial services loan company shall decrease its authorized
capital stock or the par value of capital stock having par value, or decrease
its outstanding capital stock by the acquisition of its own shares, without
first receiving the written approval of the commissioner. [L 1993, c 350, pt of
§1; am L 2002, c 40, §18]