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Governing Law and Venue (Hawaii)
The laws of the State of Hawaii govern this document, without regard to conflict-of-law rules, except where nonwaivable federal or local law applies. Electronic signatures and records are recognized under the Uniform Electronic Transactions Act framework as adopted in Hawaii where applicable. Subject to nonwaivable law, the parties consent to venue in a county in Hawaii with a substantial connection to the parties or the subject of this document for disputes arising out of this document.
LLC Formation-State Module — Hawaii
The Company is formed or being formed under the limited liability company law of Hawaii. This operating agreement does not create the Company; the formation filing accepted by the Hawaii filing office controls whether and when the Company exists. The terms member, manager, member-managed, and manager-managed are used subject to Hawaii law. A filed public record may need to identify the management structure or authority separately. The Company must maintain its registered agent, registered office, periodic reports, taxes, licenses, and other required records independently of this agreement. No provision waives a nonwaivable statutory duty, mandatory member right, required filing, liability for personal misconduct, improper-distribution liability, fraud liability, or another rule that Hawaii law does not permit the members to eliminate.
LLC Adoption and Records — Hawaii
The members should sign the operating agreement and initial consent in their stated capacities and retain complete copies with the Company's Hawaii formation record. Entity members sign through an identified authorized representative; a manager signs a manager acceptance separately from a member signature. Electronic signatures, written consents, and electronic Company records may be used to the extent recognized in Hawaii, but a bank, tax agency, filing office, or other third party may require its own form or authentication. Update the member schedule, contribution schedule, manager record, and ownership ledger together after an authorized change.
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