LLC Member Meetings, Voting, Proxies, and Written-Consent Requirements in Hawaii

At a glance

Requirements one by one

The agreement controls internally; articles matter publicly

Under HRS § 428-103(a)-(b), all members may enter an operating agreement, and Chapter 428 fills its silence. The agreement cannot unreasonably restrict member information or record access and remains subject to the other listed statutory floors.

§ 428-203(a)-(c) requires the articles to designate manager management, name each initial manager, and state the initial member count. The agreement controls an inconsistency for members, managers, and transferees, while the articles protect an outsider who detrimentally relies on them.

General business uses headcount majority

Under § 428-404(a)-(e), every member of a member-managed company has equal management rights and a majority of members decides company business, subject to the statutory exceptions. In a manager-managed company, the sole manager or manager majority decides instead.

Subsection (c) expressly calls its twelve-item list the “only matters” requiring all-member consent. The list includes agreement and articles amendments, specified loyalty authorization, contribution compromises, interim distributions, admission, dissolution and winding-up choices, merger, and substantially-all-property disposition. These are threshold categories, not a conclusion that any particular action received every substantive approval.

A written meeting substitute is unanimous

Section 428-404(d) permits consent-required action with or without a meeting. If a meeting otherwise is required and written action is allowed in its place, one or more consent records must describe the action and be signed by every member or manager entitled to vote. The “one or more” language permits multiple records to make up that unanimous written action.

The section states no delivery recipient, collection period, future-time/event, or pre-effectiveness revocation rule. Chapter 428 also states no general member-meeting caller, notice, waiver, quorum, adjournment, record date, or remote-presence standard. The operating agreement must supply those mechanics.

Proxy duration and revocation are explicit

Section 428-404(e) lets a member or manager appoint a proxy to vote or otherwise act through an appointment instrument signed personally or by an attorney-in- fact. The appointment lasts eleven months unless the instrument says otherwise.

It is revocable unless the form conspicuously says it is irrevocable and the appointment is coupled with an interest; that irrevocable appointment ends when the interest is extinguished. Under § 428-101, a record may be tangible or electronically stored and retrievable, and “signed” includes a symbol adopted with present intent to authenticate a record. The proxy section states no separate death/incapacity or delivery rule.

Information rights do not create a consent archive

§ 428-408(a)-(c) requires member record access and information reasonably required for exercising member rights and duties, plus other proper information on demand. An operating agreement in record form is available on a signed-record demand.

The surveyed provisions state no general post-action notice to nonconsenting or nonvoting members or retention period for meeting minutes, ballots, proxies, or consents. Enforcement and the substantive validity of the underlying action remain separate.

What trips people up

• Majority means member headcount. Equal management rights make the default different from distribution-, contribution-, or ownership-percentage voting.
• Written substitution can be stricter than the underlying threshold. When it replaces an otherwise-required meeting, every entitled voter must sign.
• Proxy irrevocability takes two elements. The form must say so conspicuously and the appointment must be coupled with an interest.
• No-meeting action is not remote attendance. Chapter 428 supplies no telephone or video presence default.

Common questions

Does transferring distributions transfer the member's vote?

No. Under § 428-502, a transferee receives only the transferred distributions and no member rights. A full transfer also ends the transferor's membership except for the stated security-transfer and unforeclosed charging- order situations.

How long does a Hawaii LLC proxy last by default?

Eleven months. The appointment instrument may specify a different period.

May written action use several signature records?

Yes. Section 428-404(d) permits one or more consent records, but every member or manager entitled to vote must sign when written action replaces an otherwise- required meeting.

Statutes and sources

• HRS §§ 428-101 and 428-103 — entity and document definitions, agreement hierarchy, and statutory floors. Official § 428-101 and official § 428-103 (accessed August 30, 2026).
• HRS § 428-203 — articles content and insider/outsider hierarchy. Official § 428-203 (accessed August 30, 2026).
• HRS § 428-404 — equal management rights, majority decisions, twelve all- member matters, meeting substitutes, and proxies. Official § 428-404 (accessed August 30, 2026).
• HRS § 428-408 — member information and record access. Official § 428-408 (accessed August 30, 2026).
• HRS § 428-502 — effect of a distributional-interest transfer. Official § 428-502 (accessed August 30, 2026).