Nonprofit Corporation Director Removal and Vacancy Requirements in Hawaii

At a glance

Requirements one by one

Match the seat to the removal power

Members ordinarily elect directors unless the articles or bylaws choose another method, an appointing person, or a designated seat. Without members, the board elects directors if the documents give no appointment or designation method (§ 414D-134).

Members may remove directors they elected without cause unless articles or bylaws provide otherwise. The electing class, chapter, unit, or geographic group alone removes its director. Votes for removal must be sufficient to elect the seat, while cumulative votes sufficient to elect it, if cast against removal, block removal (§ 414D-138(a)–(d)). Member removal must occur at a meeting called for that purpose with removal stated in the notice (§ 414D-138(e)).

A board-elected director may be removed without cause by two-thirds of directors then in office or a greater articles/bylaws vote. A board replacement for a member-elected seat may instead be removed by members, not the board (§ 414D-138(h)). An appointer ordinarily may remove its director without cause by written notice to the director and specified corporate recipient; a designated director is removed by changing or deleting the designation in the articles or bylaws (§ 414D-139).

Check notice and court routes

A nonprofit without members must give each director at least seven days’ notice that board removal will be voted on at a meeting, or obtain a waiver (§ 414D-145(c)). Board actions generally may also be taken without a meeting by all directors signing written consents describing the action; the last signature sets the effective time unless the consent states another date (§ 414D-144). If governing documents at term start specified removal for missed meetings, a majority of directors then in office may remove for that attendance failure (§ 414D-138(i)).

The corporation, members holding at least 10% of any class’s voting power, or the attorney general for a public benefit corporation may seek circuit-court removal for the stated misconduct or final duty-violation judgment and a best-interest finding. Member or attorney-general petitioners must make the corporation a defendant; a public benefit corporation or its members must notify the attorney general in writing within ten days after starting their proceeding (§ 414D-140).

Fill the vacancy and track the term

A director resigns by written notice to the board, its presiding officer, president, or secretary. The resignation is effective with the notice unless it specifies a later date (§ 414D-137).

Unless documents provide otherwise, members or the board may fill an ordinary vacancy, including one caused by increasing board size. If fewer than a quorum remain, a majority of all remaining directors may fill it. When members fill a group-elected seat, only that group votes. An appointer fills its appointed seat, while a designated seat follows the articles or bylaws; without an applicable method, the board cannot fill that designated seat (§ 414D-141(a)–(c)).

A future vacancy may be prefilled, but the successor cannot take office until it occurs (§ 414D-141(d)). Unless documents vary the term, a member-seat replacement serves to the next member election; other replacements serve the predecessor’s unexpired term (§ 414D-135(c)). Hawaii’s annual nonprofit report lists directors and officers with addresses; the filing quarter depends on the corporation’s incorporation date (§ 414D-308(a), (d)).

What trips people up

Hawaii lets a board fill an ordinary member-elected vacancy, but members alone may remove the board’s replacement (§§ 414D-138(h), 414D-141(a)). A purpose-called member removal meeting and, for a corporation without members, the seven-day board-removal notice are distinct requirements (§§ 414D-138(e), 414D-145(c)).

Common questions

Can an appointed director be removed by the members? The ordinary statutory route gives the appointing person that removal power unless the articles or bylaws vary it (§ 414D-139(b)–(d)).

Can a future vacancy’s replacement start early? No. Selection can happen before the vacancy, but service begins only after it occurs (§ 414D-141(d)).

Statutes and sources

Hawaii’s current official statute text was accessed October 2, 2026. Verbatim excerpts and section links appear in the source entries above.