Nonprofit Corporation Membership Exit and Termination in Hawaii

At a glance

Requirements one by one

Individual expulsion, suspension, or termination

Under § 414D-89(a)-(f), the procedure must be fair and reasonable and carried out in good faith. A procedure in the articles or bylaws qualifies if it gives at least 15 days' written notice with reasons and a chance to be heard orally or in writing at least five days before the effective date by someone authorized to stop the action. A procedure fair under all relevant circumstances is the other statutory route. Mailed notice goes to the member's last known address in corporate records.

Amendment ending a class

Under § 414D-89.5(a)-(e), an article or bylaw amendment ending all members or a class, or redeeming or canceling their memberships, follows a separate procedure. The board first gives notice of the amendment's general nature. After the board proposes it, qualifying members can submit an opposition statement for the notice. Approval needs two-thirds of votes cast by each class present at the meeting; a qualifying amendment is outside § 414D-89.

What trips people up

Under § 414D-84(a)-(b), member rights are equal within the statutory rule unless the articles or bylaws set different classes. Equality as to transfer does not itself describe how a transfer is completed. Under § 414D-14, the governing documents and chapter define membership rights and obligations; inspect those documents for voluntary exit terms. Under § 414D-81(a)-(b), admission criteria are permitted and the entrant's consent is required. A corporation need not have members (§ 414D-83).

Under § 414D-301(c), a member record must permit an alphabetical list by class and vote count. Under § 414D-302(a), the described inspection right belongs to a member, subject to its notice and other conditions. Under § 414D-86, a member may owe dues, assessments, or fees, but an article, bylaw, or board resolution alone does not create liability. Section 414D-89(e) preserves possible liability based on prior obligations or commitments after expulsion or suspension.

Common questions

When must an individual member challenge an exit decision?

Under § 414D-89(d), a proceeding must begin within one year after the action's effective date, including a challenge alleging defective notice.

Does that challenge route cover foreclosure-based termination?

No. Section 414D-89(f) bars another proceeding to challenge expulsion or termination resulting from judicial or nonjudicial foreclosure, and creates no redemption right.

Statutes and sources

• Haw. Rev. Stat. §§ 414D-14, -81, -83 through -84, -86, -89, -89.5, -301, and -302: membership, exit procedure, class amendment, dues, and records. Official Chapter 414D, accessed 2026-10-03; each section's official URL is recorded in the source entries above.