Corporate Board Meeting and Written-Consent Requirements in Hawaii

At a glance

Requirements one by one

Hawaii Revised Statutes § 414-1 names the governing act. Hawaii Revised Statutes § 414-191 ordinarily requires a board and puts corporate powers and management under it, while § 414-193 requires one or more directors. The statute, the articles, and the authorized shareholder-agreement exception can alter that baseline.

Meetings, notice, waiver, and emergencies

Hawaii Revised Statutes § 414-36 permits bylaws to regulate corporate affairs. Section 414-211 permits regular and special board meetings inside or outside Hawaii. Under § 414-213, regular meetings default to no notice, while special meetings default to at least two days' notice stating the date, time, and place. Purpose is unnecessary unless the articles or bylaws require it.

Under § 414-214, a director may waive notice before or after the stated meeting time by a signed writing or electronic transmission filed with the minutes or records. Attendance also waives notice unless the director objects at the beginning or promptly after arrival and does not then vote for or assent to the action. Hawaii Revised Statutes § 414-37 separately permits emergency bylaws to address meeting calls, quorum, and substitute directors when a catastrophic event means a quorum cannot readily assemble.

Real-time remote participation counts as presence

Unless the articles or bylaws provide otherwise, § 414-211 permits any or all directors to join through a communications method by which all participants can hear one another simultaneously. Qualifying participation counts as presence in person. That real-time route is distinct from written or electronic consent.

The variable-board denominator matters

Hawaii Revised Statutes § 414-215 measures default quorum by a majority of the fixed board. For a variable-range board, it uses the prescribed number or, if none is prescribed, the directors in office immediately before the meeting. The articles or bylaws may authorize a smaller quorum, but not below one-third of the fixed or prescribed number. Quorum must exist when the vote is taken, and a majority of directors present ordinarily acts.

Presence implies assent unless the director timely objects to the meeting, puts dissent or abstention in the minutes, or delivers written dissent or abstention to the presiding officer before adjournment or to the corporation immediately afterward. A director who votes in favor cannot use that dissent route.

Electronic unanimous consent needs authorization information

Hawaii Revised Statutes § 414-212 permits no-meeting action unless the articles or bylaws provide otherwise. Every director must give a consent describing the action. A consent may be a writing signed before or after the intended effective date or an electronic transmission carrying information showing that the director authorized it. The consents must be included in the minutes or filed with the corporate records. The action becomes effective when the last director signs or transmits consent unless the consent specifies another effective date.

Committee procedure follows the board rules

Hawaii Revised Statutes § 414-216 requires at least two directors on a committee. Creation and appointments need the greater of a majority of all directors then in office or the governing-document number required for board action. The meeting, consent, notice, waiver, quorum, vote, and dissent rules apply to the committee too.

Delegation does not cover the statute's listed matters, including distributions, shareholder-required action, specified vacancies, bylaws, a merger plan that does not require shareholder approval, and listed share reacquisition, issuance, sale, designation, and rights decisions except within the statute's specified board-set limits.

Board minutes have required content

Hawaii Revised Statutes § 414-470 requires board minutes to state each meeting's time and place, whether it was regular or special, whether and how notice was given, the directors present, and the proceedings. Records may use an information-storage method if they can be converted into clearly legible paper form within a reasonable time. Section 414-212 separately places board and committee consents in the minutes or corporate records.

What trips people up

Electronic consent is not an unidentified message

Section 414-212 requires an electronic transmission to set out or accompany information from which the corporation can determine that the sending director authorized it. Unanimity still applies unless the articles or bylaws provide otherwise.

Common questions

May one director serve alone on a Hawaii board committee?

No. Section 414-216 requires each board committee to have two or more board members, even though the corporation's board itself may consist of one or more individuals under § 414-193.

Does valid board procedure approve every underlying transaction?

No. A merger, charter amendment, distribution, share issuance, conflict transaction, financing, asset sale, or dissolution may carry separate statutory, contractual, shareholder, filing, or fiduciary requirements.

Statutes and sources

• Hawaii Revised Statutes §§ 414-1, 414-36 to -37, and 414-191 to -193 — governing act, bylaws, emergency bylaws, board authority, and board size; official Hawaii statutes (accessed August 16, 2026).
• Hawaii Revised Statutes §§ 414-211 to -216 — meetings, remote participation, consent, notice, waiver, quorum, voting, dissent, and committees; official Hawaii statutes (accessed August 16, 2026).
• Hawaii Revised Statutes § 414-470 — board minutes and corporate records; official Hawaii statutes (accessed August 16, 2026).