Nonprofit Corporation Bylaw Adoption and Amendment Requirements in Hawaii

At a glance

Requirements one by one

Initial adoption and organization

The current act gives different instructions in §§ 414D-36 and 414D-187. The first says the incorporators or board shall adopt initial bylaws; the second says the board shall adopt them. Both allow bylaws that regulate corporate affairs consistently with law and the articles. Under § 414D-35, named initial directors hold an organizational meeting after incorporation, called by a majority, to appoint officers and adopt bylaws. If none are named, incorporators meet to elect directors or a board; they may instead all sign a written consent describing the organizational action.

Ordinary amendments and member votes

Section 414D-187 vests power to alter, amend, repeal, or adopt bylaws in the board unless the articles or bylaws provide otherwise. At a board meeting, § 414D-147 ordinarily requires a quorum and a majority of directors present. Sections 414D-111–112 separately require member approval for an increase in the member quorum and for any increase or decrease in the member vote required for action. An ordinary member action requires a quorum and the affirmative vote specified in § 414D-112(a), subject to a greater vote or class requirement. Under § 414D-104, member approval may use written consents holding at least 80 per cent of voting power if the documents permit, with notice to nonconsenters and a ten-day effectiveness rule.

Emergency bylaws and records

Section 414D-37 lets directors adopt, amend, or repeal bylaws effective only during an emergency unless the articles provide otherwise. Members may amend or repeal them. The emergency exists when a catastrophic event prevents a director quorum from readily assembling; the emergency bylaws cease when it ends. Section 414D-301 requires current bylaws and amendments at the principal office. Section 414D-302 gives a member inspection and copying rights after at least five business days' written notice or demand.

What trips people up

The initial-adoption wording in §§ 414D-36 and 414D-187 is not identical: one names incorporators or the board, the other names only the board. Read both when documenting how the first bylaws were adopted.

Section 414D-188 permits the articles to require a specified person's written approval for an amendment to the bylaws. That articles provision itself may be amended only with the person's written approval. Member meetings follow § 414D-105's fair and reasonable notice rule. In a corporation without members, § 414D-145(c) requires at least seven days' notice to every director for board action on a matter that would require member approval if members existed.

Common questions

May the board change bylaws without a member vote? Section 414D-187 generally gives the board that power unless the articles or bylaws provide otherwise. Sections 414D-111–112 separately require member approval for the specified member quorum and vote changes.

Can the board make temporary emergency procedures? Yes, under § 414D-37, unless the articles provide otherwise. Those bylaws cease to operate when the statutory emergency ends.

Where are current bylaws kept? Under § 414D-301(e), at the principal office; § 414D-302 provides member inspection after the stated written notice.

Statutes and sources

• Haw. Rev. Stat. § 414D-35, accessed September 30, 2026.
• Haw. Rev. Stat. § 414D-36, accessed September 30, 2026.
• Haw. Rev. Stat. § 414D-37, accessed September 30, 2026.
• Haw. Rev. Stat. § 414D-104, accessed September 30, 2026.
• Haw. Rev. Stat. § 414D-105, accessed September 30, 2026.
• Haw. Rev. Stat. § 414D-111, accessed September 30, 2026.
• Haw. Rev. Stat. § 414D-112, accessed September 30, 2026.
• Haw. Rev. Stat. § 414D-145, accessed September 30, 2026.
• Haw. Rev. Stat. § 414D-147, accessed September 30, 2026.
• Haw. Rev. Stat. § 414D-187, accessed September 30, 2026.
• Haw. Rev. Stat. § 414D-188, accessed September 30, 2026.
• Haw. Rev. Stat. § 414D-301, accessed September 30, 2026.
• Haw. Rev. Stat. § 414D-302, accessed September 30, 2026.