State guides / Hawaii

Hawaii Voting Rules for Boards and Members

What Hawaii's statutes say about board votes, emergencies, meetings, and member ballots, as Qwibie summarizes them, with the citation for each.

Can the Board Vote without a Meeting?

Nonprofit corporations

In Hawaii a nonprofit board may act without a meeting if every director consents in writing, unless the articles or bylaws say otherwise. Consents may be signed electronically with reasonable authentication, such as a board portal's security.

Qwibie counts the vote as: Every director consents in writing.

  • File consent with minutes
  • Authenticate identity
Citation
Haw. Rev. Stat. §414D-144 · Read the source
Review
ReviewedSummary recorded as reviewed against the statute text, 2026-11-12

Companies

A Hawaii business corporation's board may act without a meeting if every director consents in writing or by electronic transmission showing the director authorized it, unless the articles or bylaws say otherwise.

Qwibie counts the vote as: Every director consents in writing.

  • File consent with minutes
  • Authenticate identity
Citation
Haw. Rev. Stat. §414-212 · Read the source
Review
ReviewedSummary recorded as reviewed against the statute text, 2026-11-12

What about an Emergency between Meetings?

Nonprofit corporations

In Hawaii a nonprofit board may act without a meeting if every director consents in writing, unless the articles or bylaws say otherwise. Consents may be signed electronically with reasonable authentication, such as a board portal's security.

Qwibie counts the vote as: Every director consents in writing.

  • File consent with minutes
  • Authenticate identity
Citation
Haw. Rev. Stat. §414D-144 · Read the source
Review
ReviewedSummary recorded as reviewed against the statute text, 2026-11-12

Companies

A Hawaii business corporation's board may act without a meeting if every director consents in writing or by electronic transmission showing the director authorized it, unless the articles or bylaws say otherwise.

Qwibie counts the vote as: Every director consents in writing.

  • File consent with minutes
  • Authenticate identity
Citation
Haw. Rev. Stat. §414-212 · Read the source
Review
ReviewedSummary recorded as reviewed against the statute text, 2026-11-12

Can Members Vote by Ballot without a Meeting?

Nonprofit corporations

Hawaii nonprofit members may act by ballot, which may be sent and returned electronically, unless the articles or bylaws prohibit it. Votes cast must meet the meeting quorum and approvals the meeting threshold; the request states the quorum, percentage and deadline. Separately, members holding 80% of the voting power may act by written consent.

Qwibie asks for the steps below before the vote counts.

  • Ballots cast meet quorum
  • Approvals meet meeting threshold
  • Solicitation states quorum threshold deadline
  • For against per item
Citation
Haw. Rev. Stat. §414D-104.5; §414D-104 · Read the source
Review
ReviewedSummary recorded as reviewed against the statute text, 2026-11-12

How Do Members Elect Directors?

Nonprofit corporations

Hawaii nonprofit members may act by ballot, which may be sent and returned electronically, unless the articles or bylaws prohibit it. Votes cast must meet the meeting quorum and approvals the meeting threshold; the request states the quorum, percentage and deadline. Separately, members holding 80% of the voting power may act by written consent.

Qwibie asks for the steps below before the vote counts.

  • Ballots cast meet quorum
  • Approvals meet meeting threshold
  • Solicitation states quorum threshold deadline
  • For against per item
Citation
Haw. Rev. Stat. §414D-104.5; §414D-104 · Read the source
Review
ReviewedSummary recorded as reviewed against the statute text, 2026-11-12

Not legal advice

These are Qwibie's own summaries, not the law, and they don't say what the law is today. Open the source to read the text, and ask your attorney how it applies to your organization. Your articles and bylaws may set a different rule where the statute allows it.

Run a Hawaii Board on These Rules

Confirm your state and organization type, and Steward applies the matching rule to each vote, with the citation. 14 days free, no card.