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
- Tax Rate: 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 must have a board of directors except whenever shareholder agreements are made 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]
- 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. [8]
- 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.” [9]
- 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.’ [10]
- 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. [11]
- 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.” [12]
Sources
- HI Rev Stat § 414-36 (2023)
- HI Rev Stat § 235-71 (2023)
- HI Rev Stat § 414-191 (2023)
- HI Rev Stat § 414-163 (2023)
- HI Rev Stat § 414D-133 (2023)
- HI Rev Stat § 414-192 (2023)
- HI Rev Stat § 421I-5 (2023)
- HI Rev Stat § 414D-149 (2023)
- HI Rev Stat § 414-231 (2023)
- HI Rev Stat § 414-215 (2023)
- HI Rev Stat § 414-121 (2023)
- HI Rev Stat § 414-37 (2023)