Nonprofit Corporation Articles Amendment Approval and Filing in Hawaii

At a glance

Requirements one by one

Board proposal and approval

§ 414D-181 allows an amendment to add or change an articles term allowed by law or delete one no longer required. If members are entitled to vote, § 414D-182(a)(1) requires a board resolution setting out the proposed amendment and sending it to an annual, regular, or special member meeting. Adoption requires at least two-thirds of the votes that members present or represented by proxy are entitled to cast. This denominator includes voting power represented at the meeting, not merely votes actually cast. If no members are entitled to vote, § 414D-182(a)(2) requires a majority of directors in office at a board meeting. A class vote may arise under the chapter, articles, or bylaws (§ 414D-112); § 414D-183 requires reporting votes for each class separately entitled to vote. The articles may also require a specified person's written approval (§ 414D-188).

Notice and written action

§ 414D-182(a)(1) requires notice containing the proposed amendment or a summary of its changes for every member entitled to vote; § 414D-105 gives the fair-and-reasonable meeting notice rules, including a 10-to-60-day safe harbor and an express amendment-description rule. Written member consent under § 414D-104(a) needs holders of at least 80% of voting power unless the articles or bylaws limit it. Nonsigners receive written notice, and approval takes effect ten days after required notice (§ 414D-104(d)). For a corporation without members, § 414D-145(c) requires seven days' notice to each director before board action on a matter that would need member approval if it had members, unless notice is waived.

Filed text, fee, and effective time

§ 414D-183 requires articles of amendment stating the corporation's name, amendment text and adoption date, member or board approval basis, separate-class vote figures when applicable, and any required outside approval. Under § 414D-3(f)-(i), the presiding board officer, president, or another officer signs and delivers the document to the department director, with an eligible incorporator or fiduciary route. § 414D-5(a)(2) sets a $10 filing fee; optional special handling under subsection (a)(14) costs $25. § 414D-6(a) makes filing the ordinary effective moment or permits a later specified time on the same filing date. Its delayed-date option in subsection (b) names dissolution, conversion, and merger articles.

§ 414D-184 permits a restatement with or without changes. An amended restatement requiring member approval goes to members under the amendment vote rule, and its filed text and approval statement follow subsections (i)-(k).

What trips people up

The two-thirds meeting threshold under § 414D-182(a)(1) counts votes members present or represented by proxy could cast, so abstentions can affect the result. The 80% written-consent threshold under § 414D-104(a) instead measures total voting power. For no-member corporations, the amendment-specific majority of directors in office differs from the general memberless-board notice rule's seven-day advance warning (§ 414D-145(c)).

Common questions

Can several amendments be voted on at one meeting?

Yes. § 414D-182(b) allows any number to be submitted and voted upon at a single meeting.

Can an amended restatement replace prior amendments?

Yes. Under § 414D-184(j), the new instrument states its operative provisions, required approval information, and that it supersedes the original articles and all amendments.

Statutes and sources

• Haw. Rev. Stat. § 414D-182(b): “(b) Any number of amendments may be submitted and voted upon at any one meeting.” Hawaii Legislature (accessed 2026-10-01).
• Haw. Rev. Stat. § 414D-181: “A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the effective date of the amendment.” Hawaii Legislature (accessed 2026-10-01).
• Haw. Rev. Stat. § 414D-182: “(a) Amendments to the articles of incorporation shall be made in the following manner: (1) If any members are entitled to vote on an amendment, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at an annual, regular, or special meeting of the members. Notice setting forth the proposed amendment or a summary of the changes to be effected by the proposed amendments shall be given to each member entitled to vote at the meeting within the time and in the manner provided in this chapter for the giving of notice of meetings to members. The proposed amendment shall be adopted upon receiving at least two-thirds of the votes that members present at the meeting or represented by proxy are entitled to cast; and (2) If there are no members or no members entitled to vote on an amendment, an amendment shall be adopted at a meeting of the board of directors upon its receiving the vote of a majority of the directors in office.” Hawaii Legislature (accessed 2026-10-01).
• Haw. Rev. Stat. § 414D-183: “[§414D-183] Articles of amendment. A corporation amending its articles shall deliver to the department director articles of amendment setting forth: (1) The name of the corporation; (2) The text of each amendment adopted; (3) The date of each amendment's adoption; (4) If approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators; (5) If approval by members was required: (A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably voting on the amendment; and (B) Either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that class; (6) If approval of the amendment by some person or persons other than the members, the board, or the incorporators is required pursuant to section 414D-188, a statement that the approval was obtained. [L 2001, c 105, pt of §1]” Hawaii Legislature (accessed 2026-10-01).
• Haw. Rev. Stat. § 414D-184: “(a) A corporation's board of directors may restate its articles of incorporation at any time with or without approval by members or any other person. (b) If the restatement includes an amendment requiring approval by members, the board must submit the restatement to the members for their approval.” Hawaii Legislature (accessed 2026-10-01).
• Haw. Rev. Stat. § 414D-184: “(e) A restatement requiring approval by the members must be approved by the same vote as an amendment to articles under section 414D-182.” Hawaii Legislature (accessed 2026-10-01).
• Haw. Rev. Stat. § 414D-184: “(i) A domestic corporation may at any time amend and restate its articles of incorporation by complying with the procedures and requirements of this part. (j) Upon its adoption, the amended and restated articles of incorporation shall set forth: (1) All of the operative provisions of the articles of incorporation as theretofore amended; (2) The information required by section 414D-183; and (3) A statement that the amended and restated articles of incorporation supersede the original articles of incorporation and all amendments thereto. (k) The amended and restated articles of incorporation shall be delivered to the director for filing together with a statement setting forth: (1) Whether the restatement contains an amendment to the articles requiring member approval and, if it does not, that the board of directors adopted the restatement; or (2) If the restatement contains an amendment to the articles requiring member approval, the information required by section 414D-183. The department director may certify the amended and restated articles of incorporation as the articles of incorporation currently in effect, without including the information required to be filed by subsection (j)(2) and (3). [L 2001, c 105, pt of §1; am L 2003, c 124, §29; am L 2011, c 37, §13]” Hawaii Legislature (accessed 2026-10-01).
• Haw. Rev. Stat. § 414D-188: “The articles may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such a provision in the articles may only be amended with the approval in writing of such person or persons.” Hawaii Legislature (accessed 2026-10-01).
• Haw. Rev. Stat. § 414D-3: “(f) The document must be certified and executed: (1) By the presiding officer of the board of directors of a domestic or foreign corporation, by its president, or by another of its officers; (2) If directors have not been selected or the corporation has not been formed, by an incorporator; or (3) If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. (g) The person executing a document shall sign it and state beneath or opposite the signature the person's name and the capacity in which the person signs. The document may but need not contain:” Hawaii Legislature (accessed 2026-10-01).
• Haw. Rev. Stat. § 414D-3: “(i) The document shall be delivered to the office of the department director for filing and shall be accompanied by the correct filing fee and any penalty payment required under this chapter. [L 2001, c 105, pt of §1; am L 2003, c 124, §19]” Hawaii Legislature (accessed 2026-10-01).
• Haw. Rev. Stat. § 414D-5: “(a) The following fees shall be paid to the department director upon the filing of corporate documents: (1) Articles of incorporation, $50; (2) Articles of amendment, $10; (3) Restated articles of incorporation, $10;” Hawaii Legislature (accessed 2026-10-01).
• Haw. Rev. Stat. § 414D-5: “(14) Special handling fee for review of corporation documents, excluding articles of merger or conversion, $25;” Hawaii Legislature (accessed 2026-10-01).
• Haw. Rev. Stat. § 414D-6: “(a) Except as otherwise provided in subsection (b) and section 414D-7(c), a document is effective: (1) At the time of filing on the date it is filed, as evidenced by the department director's endorsement on the original document; or (2) At the time specified in the document as its effective time on the date it is filed. (b) Articles of dissolution, articles of conversion, and articles of merger may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the thirtieth day after the date filed. [L 2001, c 105, pt of §1; am L 2003, c 124, §21]” Hawaii Legislature (accessed 2026-10-01).
• Haw. Rev. Stat. § 414D-104: “(a) Unless limited or prohibited by the articles or bylaws, action required or permitted by this chapter to be approved by the members at a meeting may be approved without a meeting of members if the action is approved by members holding at least eighty per cent of the voting power. The action must be evidenced by one or more written consents describing the action taken, signed by those members representing at least eighty per cent of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.” Hawaii Legislature (accessed 2026-10-01).
• Haw. Rev. Stat. § 414D-104: “(d) Written notice of member approval pursuant to this section shall be given to all members who have not signed the written consent. If written notice is required, member approval pursuant to this section shall be effective ten days after the written notice is given. [L 2001, c 105, pt of §1; am L 2002, c 130, §45]” Hawaii Legislature (accessed 2026-10-01).
• Haw. Rev. Stat. § 414D-105: “(a) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner. (b) Any notice that conforms to the requirements of subsection (c) is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered; provided that notice of matters referred to in subsection (c)(2) shall be given as provided in subsection (c). (c) Notice shall be fair and reasonable if: (1) The corporation notifies its members of the place, date, and time of each annual, regular, and special meeting of members no fewer than ten or more than sixty days before the meeting date; (2) Notice of an annual or regular meeting includes a description of any matter or matters that must be approved by the members under sections 414D-150, 414D-164, 414D-182, 414D-202, 414D-222, 414D-241, and 414D-242; and (3) Notice of a special meeting includes a description of the matter or matters for which the meeting is called.” Hawaii Legislature (accessed 2026-10-01).
• Haw. Rev. Stat. § 414D-111: “(a) Unless this chapter, the articles, or the bylaws provide for a higher or lower quorum, ten per cent of the votes entitled to be cast on a matter shall be represented at a meeting of members to constitute a quorum on that matter.” Hawaii Legislature (accessed 2026-10-01).
• Haw. Rev. Stat. § 414D-112: “(a) Unless this chapter, the articles, or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of the votes represented and voting (which affirmative votes also constitute a majority of the required quorum) is the act of the members.” Hawaii Legislature (accessed 2026-10-01).
• Haw. Rev. Stat. § 414D-145: “(c) In corporations without members, any board action to remove a director or to approve a matter that would require approval by the members if the corporation had members, shall not be valid unless each director is given at least seven days' notice that the matter will be voted upon at a directors' meeting or unless notice is waived pursuant to section 414D-146.” Hawaii Legislature (accessed 2026-10-01).