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Section 14. Vacancies <br /> Vacancies on the board of directors shall exist(1) on the death, resignation, or removal of any <br /> director, and (2)whenever the number of authorized directors is increased. <br /> Any director may resign effective upon giving written notice to the chairperson of the board, the <br /> president, the secretary, or the board of directors, unless the notice specifies a later time for the <br /> effectiveness of such resignation. No director may resign if the corporation would then be left <br /> without a duly elected director or directors in charge of its affairs, except upon notice to the <br /> office of the attorney general or other appropriate agency of this state. <br /> Directors may be removed from office, with or without cause, as permitted by and in accordance <br /> with the laws of the State of Hawaii. <br /> Unless otherwise prohibited by the articles of incorporation, these bylaws, or provisions of law, <br /> vacancies on the board may be filled by approval of the board of directors. If the number of <br /> directors then in office is less than a quorum, a vacancy on the board may be filled by approval <br /> of a majority of the directors then in office or by a sole remaining director. A person so selected <br /> to fill a vacancy on the board shall hold office until the next election of the board of directors or <br /> until his or her death, resignation, or removal from office. <br /> Section 15. Nonliability of Directors <br /> The directors shall not be personally liable for the debts, liabilities, or other obligations of the <br /> corporation. <br /> Section 16. Indemnification by Corporation of Directors and Officers <br /> The directors and officers of the corporation shall be indemnified by the corporation to the fullest <br /> extent permissible under the laws of this state. <br /> Section 17. Insurance for Corporate Agents <br /> Except as may be otherwise provided under provisions of law, the board of directors may adopt a <br /> resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the <br /> corporation (including a director, officer, employee, or other agent of the corporation) against <br /> liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's <br /> status as such, whether or not the corporation would have the power to indemnify the agent <br /> against such liability under the articles of incorporation, these bylaws, or provisions of law. <br /> Article 4 <br /> Officers <br /> 5 <br /> 26-04 <br />