Nonprofit Corporation Board Meeting, Notice, Quorum, and Director Proxy Rules in Hawaii
At a glance
| Governing law and documents | Hawaii Nonprofit Corporations Act, ch. 414D; articles/bylaws may vary meeting defaults, subject to a quorum floor (§§ 414D-143, -145, -147). |
|---|---|
| Meeting type, caller, and place | Fixed by bylaws/board = regular; otherwise special. Meetings may be in or out of state; presiding officer, president, or 20% of sitting directors may call by default (§§ 414D-143, -145(d)). |
| Regular meeting notice | No notice by default, unless articles, bylaws, or memberless-corporation rule require it (§ 414D-145(a), (c)). |
| Special meeting notice | At least two days' date/time/place notice to each director; no purpose required by default. Certain memberless decisions need seven days' matter-specific notice or waiver (§ 414D-145(b)-(c)). |
| Notice waiver and objection | Written, signed waiver filed with minutes/records at any time; attendance waives unless timely objection to missing notice and no later favorable vote or assent (§ 414D-146). |
| Remote attendance | Any means allowing all participants to hear each other simultaneously; remote director deemed present in person unless articles/bylaws differ (§ 414D-143(c)). |
| Quorum and minimum | Default majority of directors in office just before meeting; articles/bylaws cannot set below greater of one-third of directors in office or two (§ 414D-147(a)). |
| Director proxy | Board-vote rule counts directors present and gives no director-proxy procedure (§ 414D-147(b)). |
| Vote and assent | With quorum when vote taken, majority of directors present acts unless chapter, articles, or bylaws demand more (§ 414D-147(b)). |
Requirements one by one
Calls, notice, and attendance
Under § 414D-143(a), a meeting is regular if the bylaws or board fix its time and place; all other board meetings are special. Section 414D-145(d) lets the presiding officer, president, or twenty per cent of directors then in office call and give notice unless the governing documents provide otherwise. Section 414D-143(c) treats a remotely participating director as present in person when all participating directors can hear one another simultaneously.
Waiver and the vote
Section 414D-146(a) permits a director to waive required notice at any time by a signed writing filed with the minutes or corporate records. Attendance ordinarily waives notice too, but subsection (b) preserves an objection made at the beginning of the meeting or before the vote on a matter that lacked conforming notice, so long as the director does not later vote for or assent to the challenged action. Under § 414D-147(b), quorum must exist when the vote is taken; a majority of directors present then acts unless a greater vote is required. The board-vote provision describes directors present and supplies no director-proxy procedure.
What trips people up
The usual two-day special-meeting notice in § 414D-145(b) does not cover every decision. For a corporation without members, subsection (c) makes a board vote to remove a director or approve a matter that would require member approval invalid unless every director receives at least seven days' notice that the matter will be voted on, or notice is waived under § 414D-146.
The quorum denominator in § 414D-147(a) is directors in office immediately before the meeting begins. The articles or bylaws may alter the majority default, but cannot authorize a quorum below the greater of one-third of those directors or two directors.
Common questions
May a regular meeting be held outside Hawaii? Yes. Section 414D-143(b) allows regular and special board meetings in or out of the state.
Can a director sign a notice waiver after the meeting? Section 414D-146(a) allows a director to waive notice at any time; the signed writing must be filed with the minutes or corporate records.
Statutes and sources
- Haw. Rev. Stat. § 414D-143, current official text accessed September 30, 2026.
- Haw. Rev. Stat. § 414D-145, current official text accessed September 30, 2026.
- Haw. Rev. Stat. § 414D-146, current official text accessed September 30, 2026.
- Haw. Rev. Stat. § 414D-147, current official text accessed September 30, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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