Free Hawaii Corporate Bylaws Template

Corporate bylaws are the internal rules a Hawaii corporation adopts to govern itself. Section 414-36 of the Hawaii Revised Statutes covers them, in language the legislature enacted in 2000.

The bylaws section itself is brief. What makes Hawaii corporate bylaws worth planning carefully is section 414-470, which spells out the records your corporation has to keep alongside them.

One short section handles adoption. A much longer one handles records.

Adoption

Section 414-36(a) directs the incorporators or the board of directors to adopt initial bylaws. Subsection (b) then permits any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.

Where Minutes Live

Section 414-470(a) requires each corporation to keep accurate and complete books and records of account, and to keep and maintain minutes of shareholder and board proceedings at its principal office or another place the board orders. The books of account must cover assets, liabilities, receipts, disbursements, gains, and losses.

What Every Set of Minutes Must Show

Hawaii goes further than most states here. For each shareholder or board meeting, section 414-470(a) requires the minutes to show the time and place, whether the meeting was regular or special, whether notice was given and in what manner, the names of those present at directors’ meetings, the number of shares present or represented at shareholders’ meetings, and the proceedings themselves.

The Stock Book

Under section 414-470(b), the board must cause a book to be kept registering the names of all shareholders, the shares each holds, and the date each became an owner. That book stays open at all reasonable times for shareholder inspection.

Books of account, minutes, and a stock book. Section 414-470 names all three, and the minute requirements are the ones people underestimate.

Electronic storage is fine. The statute permits books and records to sit on any information storage device or method, provided they can be converted into clearly legible paper form within a reasonable time.

There is a cost attached to that convenience. When someone entitled to inspect the records asks for them, the corporation must convert the stored records at its own expense.

Adopting Hawaii corporate bylaws is internal, though the record-keeping duties start immediately afterwards.

1. File your articles of incorporation with the state to start the corporation.
2. Pick the adopting group. Section 414-36(a) allows either the incorporators or the board.
3. Draft the bylaws around meetings, quorum, directors, officers, and shares.
4. Adopt them, and take minutes that meet section 414-470(a) from this very first meeting.
5. Set up the stock book required by section 414-470(b).
6. Store everything at your principal office, or wherever the board has ordered records to be kept.