Hawaii Corporate Bylaws

The Hawaii corporate bylaws are adopted by corporations to control corporate procedures such as issuing stock or electing directors. Additionally, executing emergency bylaws that can be followed during catastrophic events is considered wise.

Last updated December 6th, 2024

The Hawaii corporate bylaws are adopted by corporations to control corporate procedures such as issuing stock or electing directors. Additionally, executing emergency bylaws that can be followed during catastrophic events is considered wise.

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Are bylaws required in Hawaii?

Yes, Hawaii requires that bylaws be instituted for the purpose of “managing the business and regulating the affairs of the corporation.” [1]

Hawaii Corporate Laws

  • Corporate Tax: Hawaii adjusts its corporate tax rate to the entity’s net income accordingly.
    $0 – $25,000 – 4.4%
    $25,000 – $100,000 – 5.4%
    $100,000 – 6.4%[2]
  • Board: Hawaii corporations have a board of directors except whenever shareholder agreements apply under §414-163. [3][4]
    • Number- Corporations keep at least three members on their board however (if more) the number may be changed “from time to time” by amending the bylaws accordingly. [5]
    • Qualifications- The bylaws of the corporation or the articles of incorporation “prescribe the qualifications for directors. [6]
    • Board Meetings- Members and shareholders can attend board of director meetings and “participate in any deliberation or discussion”; however, a quorum majority vote of the directors can restrict or deny this. [7]
    • Terms – Generally, a standard term, “unless staggered,” for directors after the first annual shareholder meeting is typically one year. [8]
    • Staggered Terms – Corporations with “nine or more directors” assign different years to groups of directors once they have been classified into not more than three groups of equal size. [9]
    • Fiduciary Duties- Directors perform their duty in a way that is consistent with “loyalty to the corporation” and in compliance with the board, bylaws, and articles of incorporation. [10]
  • Officers: The board of directors or bylaws can appoint officers to keep the minutes of the board, as well as shareholder, meeting and “for authenticating records of the corporation.” [11]
  • Quorum: If the bylaws fix the number of directors, then the majority of that number is a quorum; however, if there is a “variable-range size board,” then a quorum is the majority of the directors present just before the meeting.’ [12]
  • Shareholder Meetings: Corporations must hold annual meetings in the principal corporate office, in a place “fixed in accordance with the bylaws, or through remote means authorized by the bylaws. [13]
  • Emergency Bylaws: A separate set of bylaws, specifically applied to times of crisis or emergency, can be employed to manage the corporation but only “during the emergency.” [14]

Sources

  1. HI Rev Stat § 414-36 (2023)
  2. HI Rev Stat § 235-71 (2023)
  3. HI Rev Stat § 414-191 (2023)
  4. HI Rev Stat § 414-163 (2023)
  5. HI Rev Stat § 414D-133 (2023)
  6. HI Rev Stat § 414-192 (2023)
  7. HI Rev Stat § 421I-5 (2023)
  8. HI Rev Stat § 414-195 (2023)
  9. HI Rev Stat § 414-196 (2023)
  10. HI Rev Stat § 414D-149 (2023)
  11. HI Rev Stat § 414-231 (2023)
  12. HI Rev Stat § 414-215 (2023)
  13. HI Rev Stat § 414-121 (2023)
  14. HI Rev Stat § 414-37 (2023)