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.
- 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.
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. An emergency is recognized when assembling a quorum of directors becomes impractical due to a catastrophic event (§ 414-37).