Hawaii corporate bylaws dictate the internal structure and operations of corporations registered within the state. They outline the rights and responsibilities of shareholders, directors, and officers. These bylaws also cover crucial aspects such as the transfer of shares, corporate meetings, and voting rights.
Corporations must adopt their bylaws during the initial meeting of the founding board of directors, coinciding with the structuring of the entity’s business strategies and internal affairs. All decisions the board makes must comply with state law and remain consistent with the articles of incorporation. Once adopted, directors and shareholders can amend, repeal, or supplement these bylaws. Filing and making them part of public record is not required.
Legal Requirements
According to state law, corporations must establish bylaws. [1] Here are additional statutes to consider:
- Annual Meetings – Meetings are held annually or at such other times as stated in the bylaws. Shareholders and their proxies can participate and vote remotely under guidelines ensuring verification, participation opportunities, and record maintenance. The failure to hold an annual meeting does not affect the validity of corporate actions. [2]
- Corporate Bylaws – May include any provisions for managing the corporation’s business and regulating its affairs, provided they do not conflict with legal requirements or the articles of incorporation. [3]
- Issuance of Stock – The board of directors can approve the issuance of shares in exchange for various forms of consideration, such as cash, promissory notes, services, or other securities. [4]
Naming Considerations
- Required Words: “Corporation,” “Incorporated,” “Limited,” or a shortened version (choose one).
- Prohibited Words: Language that inaccurately suggests government affiliation or insinuates that the corporation is organized for an impermissible purpose.
- Name Reservation Period: 120 days.
- Renewal Period: State law is silent on this.
- Transferability: Yes.
Emergency Bylaws
The board of directors may enact emergency bylaws, effective only during specific emergencies, unless stated otherwise in the articles of incorporation. These bylaws, amendable by shareholders, facilitate essential provisions for managing the corporation during such times, including procedures for board meetings, quorum requirements, and designation of substitute directors.
Regular bylaws consistent with emergency ones remain valid during emergencies, with actions taken in good faith under emergency bylaws binding the corporation while shielding directors, officers, employees, and agents from liability. For this purpose, an emergency is defined as any event which makes it impractical to readily assemble a quorum of directors due to the occurrence of a catastrophic event. [5]
