Business Corporation Board Committee Creation and Delegation in Hawaii

Short answer Hawaii requires a board committee to have at least two directors, created and appointed by the greater of an in-office director majority or the governing-document action number. Delegation is subject to eight express limits, including distributions, bylaws, certain merger plans, and most share actions.

State

Hawaii

Statute checked

September 27, 2026

Sources

5 statutes

Survey

Compare all 50 jurisdictions covered

At a glance

Law and committee scope	Hawaii Business Corporation Act § 414-216; director board committees.
Creation and approval	Board creates/appoints unless articles/bylaws vary; greater of in-office majority or article/bylaw action number (§ 414-216(a)-(b)).
Membership and appointment	At least two board directors, appointed by board; members serve at board pleasure (§ 414-216(a)).
Alternates and changes	Members serve at board pleasure; § 414-216 gives no alternate/substitute route; committee cannot fill board/committee vacancies (§ 414-216(a), (e)(3)).
Delegated authority	Board, articles, or bylaws specify extent of board authority; delegation alone does not establish director-conduct compliance (§§ 414-191(b), -216(d), (f)).
Actions reserved elsewhere	No distributions, shareholder-required acts, vacancies, charter amendments, bylaws, or merger plans needing no shareholder vote; reacquisition only by board formula/method and share issuance/class terms only within specific board limits (§ 414-216(e)).
Subcommittees	§ 414-216 authorizes board-created committees but gives no express committee-created subcommittee or redelegation route.
Procedure and oversight	Board meeting/consent rules apply; majority quorum/vote defaults with one-third quorum floor, all-director written/electronic consent filed with records, and board/shareholder minutes (§§ 414-212, -215, -216(c), -470(a)).

Requirements one by one

Creation and membership

Under § 414-216(a)–(b), a Hawaii board may create a committee and appoint its members unless the articles or bylaws provide otherwise. Each committee needs two or more directors, serving at the board's pleasure. Creation and appointment require the greater of a majority of all directors in office or the article/bylaw action number. Section 414-191(b) places corporate affairs under board direction, subject to its stated exceptions.

Delegation and reserved acts

The board, articles, or bylaws specify the extent of committee authority (§ 414-216(d)). Subsection (e) bars distributions, shareholder-required action, filling vacancies, specified charter amendments, bylaw changes, and merger plans not requiring shareholder approval. Share reacquisition needs a board-prescribed formula or method. Share issuance, sale, and class or series terms are possible only within limits specifically prescribed by the board. Subsection (f) says committee delegation alone does not establish director-conduct compliance.

Procedure and records

Section 414-216(c) applies board meeting, consent, notice, and voting provisions to committees. Section 414-215(a)–(c) ordinarily uses a majority quorum and majority-present vote, with governing-document variations and a one-third quorum floor. Section 414-212 permits all-director written or electronic consent, included in minutes or corporate records, for action without a meeting. Section 414-470(a) requires the corporation to maintain shareholder and board minutes.

What trips people up

Section 414-216 says committee members serve at the board's pleasure but supplies no alternate or temporary-substitute route. Its bar on a merger plan not requiring shareholder approval is separate from its bar on action requiring shareholder approval. The committee section gives no express committee-created subcommittee power.

Common questions

May a committee have only one director?

No. Section 414-216(a) requires two or more directors.

Can a committee approve a share issuance?

Only if the board specifically prescribes limits for that authority under § 414-216(e)(8), and the committee has been given the authority under subsection (d).

Statutes and sources

Haw. Rev. Stat. § 414-191 — Hawaii Legislature. Accessed 2026-09-27.
Haw. Rev. Stat. § 414-212 — Hawaii Legislature. Accessed 2026-09-27.
Haw. Rev. Stat. § 414-215 — Hawaii Legislature. Accessed 2026-09-27.
Haw. Rev. Stat. § 414-216 — Hawaii Legislature. Accessed 2026-09-27.
Haw. Rev. Stat. § 414-470 — Hawaii Legislature. Accessed 2026-09-27.

Source links

Every statute quoted above, linked, with the date we checked it.

Haw. Rev. Stat. § 414-191 · accessed 2026-09-27

Haw. Rev. Stat. § 414-212 · accessed 2026-09-27

Haw. Rev. Stat. § 414-215 · accessed 2026-09-27

Haw. Rev. Stat. § 414-216 · accessed 2026-09-27

Haw. Rev. Stat. § 414-470 · accessed 2026-09-27

This page gives general legal information about statutory board committee creation and delegation for an ordinary domestic business corporation. It is not legal advice. The articles, bylaws, board resolutions, and current statute control a particular corporation. The table does not decide whether a person is independent, whether a transaction is valid, or whether directors met their duties. Confirm current official records and seek licensed advice for a specific corporation.

What does Hawaii law mean for your facts?

You just read the general rule. Ask your own question and see which parts of current Hawaii law apply to your situation, with citations you can check.

Opens in Ezel Pro.

Starts from the statutes this survey is built on
Cites every source it relies on, so you can verify it
Chat, drafting and research in one workspace