ยง419-8 - Dissolution.
ยง419-8ย Dissolution.ย A corporationformed under this chapter may be dissolved, voluntarily or involuntarily, inthe manner provided in part XIII of chapter 414D; provided that:
(1)ย In lieu of the certificate and vote thereinrequired for a voluntary dissolution, the incumbent of the corporation soleshall execute, subscribe, and verify a declaration of dissolution which shallset forth the name of the corporation, the reason for its dissolution orwinding up, and that the dissolution has been duly authorized by the church, toadminister the affairs, property, and temporalities of which the corporationwas organized, and the director of commerce and consumer affairs shall besatisfied that the dissolution has been duly authorized;
(2)ย In lieu of the certificate of an officer,director, or manager of the corporation, therein required for the involuntarydissolution of a corporation which has ceased to have any assets and has failedto function, the certificate may be made by any authorized officer of the church,to administer the affairs, property, and temporalities of which the corporationwas organized;
(3)ย In lieu of the directors or managers of thecorporation the incumbent shall be a trustee to wind up the corporation, unlesssome other person or persons are appointed as therein provided;
(4)ย The church, to administer the affairs, property,and temporalities of which the corporation was organized, shall stand in theplace and stead of the stockholders, and may be represented in court by anyauthorized officer thereof or trustee acting in its behalf; the remainingassets shall be distributed to such church or to a trustee or trustees in itsbehalf, or in such other manner as may be decreed by the circuit court of thejudicial circuit in which the dissolved corporation had its principal office atthe date of dissolution; and the trustee or trustees in dissolution, thedirector, the attorney general, or any person connected with the church, mayfile a petition for the determination of the manner of distribution of theremaining assets, or for the appointment of a trustee or trustees to act inbehalf of the church; and
(5)ย In lieu of the officers of the corporation theincumbent shall represent the corporation with respect to the required taxclearance. [L Sp 1941, c 58, pt of ยง1(6769C); RL 1945, ยง8408; RL 1955, ยง175-8;am L Sp 1959 2d, c 1, ยง15; am L 1963, c 114, ยง3; HRS ยง419-8; am L 1982, c 204,ยง8; am L 1983, c 124, ยง17; am L 1988, c 370, ยง2; am L 2002, c 40, ยง55]