What Is Included in Hawaii Corporate Bylaws?
Hawaii bylaws should include your corporate policies for all important issues, from finances to management. Technically, you can include almost any rule for managing your company in your bylaws, as long as it is consistent with your Articles of Incorporation and Hawaii state law. However, there are a few subjects corporate bylaws should always cover:
- Meetings
- Stock
- Directors and officers
- Finances
- Records
- Amendments and emergencies
What Information Do I Need to Use Northwest’s Free Hawaii Corporate Bylaws?
Want to focus on your business and leave the heavy lifting to us? Our lawyers drafted a comprehensive corporate bylaws template you can use for free. You can even fill it out on this page, save it in a free account for later, and download a completed draft to sign.
In order to fill out our free corporate bylaws template, you’ll need your:
This must be your business’ legal entity name, or the name you put on your Hawaii Articles of Incorporation.
List when (date and time) you will hold annual meetings for shareholders.
Once your board of directors have approved the bylaws for the corporation, fill in the date.
The director signs the bylaws to approve them on behalf of the board of directors.
Expect to also maintain up-to-date lists of all shareholders and directors.
Why Do Corporate Bylaws Matter in Hawaii?
Every lawful Hawaii corporation will have bylaws. Here are a few reasons you need them:
1. Corporate bylaws are legally required in Hawaii.
Hawaii law mandates that corporations adopt bylaws—per Hawaii Rev Stat § 414-36 (2019). Usually, the board of directors will adopt bylaws at the first organizational meeting.
2. Corporate bylaws establish the rules and roles within your corporation.
Your bylaws determine the rules and procedures that will govern your corporation, including what powers your directors and officers will have. Bylaws also establish your processes for holding meetings and voting on amendments.
If you ever need to resolve a dispute, you’ll refer to the policies in your corporate bylaws.
3. Corporate bylaws prove that your business is a legitimate corporation.
Just because you call your business a corporation doesn’t mean people will automatically believe it’s trustworthy. You need corporate bylaws to show others that your company is following the law. Banks require bylaws to open a business bank account—something you need to maintain limited liability. And potential investors and landlords will want to look at your bylaws to make sure your corporation is a safe bet.
If you ever face a lawsuit, the strength of your bylaws could make all the difference in your case. Since all of your corporation’s rules are documented in your bylaws, adhering to your bylaws helps you show that your corporation is a separate legal entity with limited liability status.
Who Prepares the Bylaws?
Most of the time, the board of directors prepare the bylaws, often after consulting an attorney. Northwest’s free, attorney-drafted Hawaii corporate bylaws template can help you get started.
Are Corporate Bylaws Legally Binding?
Yes. Bylaws are binding legal documents for directors, officers, and shareholders. Breaking the rules in your bylaws could have major consequences for your corporation—including losing your limited liability status.
FAQs
No. The operating agreement is a legal document that outlines the rules for how the owners of an LLC interact. Bylaws, on the other hand, establish the rules for running a corporation and managing its internal affairs.
No, you don’t have to file your bylaws with the Department of Commerce and Consumer Affairs. Your bylaws should be kept on record with your other internal documents, including meetings minutes and resolutions.
Not technically. Hawaii law doesn’t specify that corporate bylaws need to be signed. However, Northwest recommends that all directors and officers sign your bylaws, to demonstrate that everyone is committed to your company’s vision.
Usually, the process of amending bylaws is established in the bylaws themselves. Bylaws usually establish the quorum (how many board members or shareholders need to be present for a vote to take place) and what percentage of “yes” votes are needed to pass an amendment.
HI Rev Stat § 414-301 (2019) notes that shareholders and directors may both amend bylaws, unless the Articles of Incorporation state that only shareholders may do so.