How many board members does a Hawaii nonprofit need?

Hawaii requires a minimum of 3 directors. Section 414D-133(a) says "a board of directors shall consist of three or more individuals, with the number specified in or fixed in accordance with the articles or bylaws." Subsection (b) lets the number be increased or decreased by amending the articles or bylaws, but expressly "to no fewer than three," so the floor cannot be written away. Three applies to every nonprofit corporation under this chapter, with no exception for religious corporations or for corporations without members. Section 414D-132 requires all directors to be individuals and says a director need not be a resident of Hawaii or a member of the corporation unless the articles or bylaws require it.

What is the quorum requirement for a Hawaii nonprofit board?

Section 414D-147(a) says that except as otherwise provided in the chapter, the articles, or the bylaws, "a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins," and that "in no event may the articles or bylaws authorize a quorum of fewer than the greater of one-third of the number of directors in office or two directors." Under subsection (b), if a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless the chapter, the articles, or the bylaws require more.

How long can a Hawaii nonprofit board member serve?

Section 414D-135(a) says "the articles or bylaws shall specify the terms of directors," and that except for designated or appointed directors, "the terms of directors may not exceed five years." If the articles and bylaws say nothing, the term of each director is one year. Directors may be elected for successive terms. Under subsection (b), a decrease in the number of directors or in the term of office does not shorten a sitting director's term, and under subsection (d) a director continues to serve after the term expires until a successor is elected, designated, or appointed and qualifies, or until there is a decrease in the number of directors. Section 414D-136 allows the articles or bylaws to stagger terms by dividing directors into groups whose terms need not be uniform.

Hawaii Nonprofit Board Requirements (2026)

What the statute requires

Governing statute: Hawaii Nonprofit Corporations Act, Haw. Rev. Stat. sections 414D-1 to 414D-324
Minimum directors: 3. Section 414D-133(a) says "a board of directors shall consist of three or more individuals, with the number specified in or fixed in accordance with the articles or bylaws." Subsection (b) lets the number be increased or decreased by amending the articles or bylaws, but expressly "to no fewer than three," so the floor cannot be written away. Three applies to every nonprofit corporation under this chapter, with no exception for religious corporations or for corporations without members. Section 414D-132 requires all directors to be individuals and says a director need not be a resident of Hawaii or a member of the corporation unless the articles or bylaws require it.
Term length: Section 414D-135(a) says "the articles or bylaws shall specify the terms of directors," and that except for designated or appointed directors, "the terms of directors may not exceed five years." If the articles and bylaws say nothing, the term of each director is one year. Directors may be elected for successive terms. Under subsection (b), a decrease in the number of directors or in the term of office does not shorten a sitting director's term, and under subsection (d) a director continues to serve after the term expires until a successor is elected, designated, or appointed and qualifies, or until there is a decrease in the number of directors. Section 414D-136 allows the articles or bylaws to stagger terms by dividing directors into groups whose terms need not be uniform.
Term limits: Not specified by statute.
Quorum: Section 414D-147(a) says that except as otherwise provided in the chapter, the articles, or the bylaws, "a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins," and that "in no event may the articles or bylaws authorize a quorum of fewer than the greater of one-third of the number of directors in office or two directors." Under subsection (b), if a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless the chapter, the articles, or the bylaws require more.
Annual meeting: Section 414D-101(a) says "a corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws." Subsection (d) requires that at the annual meeting the president and chief financial officer report on the activities and financial condition of the corporation, and that members consider and act on other matters properly raised. Subsection (f) says failure to hold the meeting on time does not affect the validity of any corporate action, and subsection (g) allows members to participate by Internet, teleconference, or other electronic transmission technology if the board authorizes it and members can hear the proceedings substantially concurrently, vote, pose questions, and make comments. A corporation without members has no statutory annual meeting duty, and section 414D-134(b) has its directors elected, appointed, or designated as the articles or bylaws provide, or by the board if those documents are silent. The chapter sets no minimum number of board meetings; section 414D-143 says only that the board may hold regular and special meetings.
Conflict of interest: Section 414D-150(a) defines a conflict of interest transaction as a transaction with the corporation in which a director has a direct or indirect interest, and says it is not voidable and not a basis for liability if it was fair when entered into or if it is approved under subsection (b). Subsection (b) gives three approval routes: approval by the attorney general before or after the transaction for a public benefit corporation, approval by the board or a board committee after the material facts and the director's interest are disclosed or known, or approval by the members after the same disclosure. Subsection (d) requires the affirmative vote of a majority of the directors with no direct or indirect interest, and adds that "a transaction may not be authorized, approved, or ratified under this section by a single director." Subsection (f) lets the articles, bylaws, or a board resolution impose additional requirements. The chapter does not require a written conflict of interest policy or an annual disclosure form.
Removing a director: Section 414D-138(a) lets the members remove a director they elected without cause unless the articles or bylaws provide otherwise, but under subsection (c) only if the votes cast to remove would have been enough to elect that director, and under subsection (e) only at a meeting called for that purpose with notice stating removal as a purpose. Subsection (g) allows an entire board to be removed the same way. Under subsection (h), a director elected by the board may be removed without cause by a vote of two thirds of the directors then in office, or a greater number set in the articles or bylaws, except that a board-elected director who filled the vacancy of a member-elected director may be removed only by the members. Subsection (i) allows removal for missing a specified number of board meetings by a majority of the directors then in office, but only if the articles or bylaws already said so at the beginning of that director's term. Section 414D-139 handles designated and appointed directors separately: a designated director is removed by amending the articles or bylaws to delete or change the designation, and an appointed director may be removed without cause by whoever appointed the director, on written notice. Section 414D-140 allows removal by judicial proceeding.
Recurring state filing: Section 414D-308 requires every domestic corporation, and every foreign corporation authorized to transact business in Hawaii, to deliver an annual report to the department director stating the corporation's name and jurisdiction of incorporation, the mailing address of its principal office and the registered agent information required by section 425R-4(a), the names and addresses of its directors and officers, and a brief description of its activities. Subsection (d) sets the deadline by the quarter in which the corporation was incorporated or registered: March 31, June 30, September 30, or December 31, and the report reflects the corporation's affairs as of the first day of that quarter. A corporation incorporated or registered in the same year the report would be due does not have to file for that year. Section 414D-5(a)(7) sets the fee for a nonprofit annual report at five dollars. Section 414D-248(2) makes failure to file the annual report for a period of two years a ground for administrative dissolution.

What's particular to Hawaii

Your annual report deadline depends on when the organization was formed, not on a single statewide date. Section 414D-308(d) sorts corporations into four groups by the calendar quarter of incorporation, and each group files by the last day of its quarter: March 31, June 30, September 30, or December 31. The report also has to describe the corporation's affairs as of the first day of that quarter rather than the day you file, so a board change made in May does not belong on a report that speaks as of April 1. Section 414D-5(a)(7) charges five dollars, one of the lowest annual report fees in the country.

Hawaii is one of a small number of states that caps how long a single director term may run. Section 414D-135(a) says terms may not exceed five years, except for designated or appointed directors, and it makes specifying the term mandatory rather than optional, with a one year default if the articles and bylaws are silent. Section 414D-133(b) is similarly firm about board size: the number can be changed by amendment, but never below three.

The attorney general has a real role in Hawaii nonprofit governance, and two provisions put that in the board's path. Section 414D-150(b)(1) makes approval by the attorney general, before or after the fact, a standalone way to cleanse a conflict of interest transaction for a public benefit corporation, which is an option most state statutes do not offer. Section 414D-233 requires a public benefit corporation to give the attorney general written notice, with a copy or summary of the plan of dissolution, before filing articles of dissolution, and bars transferring assets until twenty business days after that notice or until the attorney general responds in writing, whichever comes first.

One director can never approve a conflicted transaction on their own. Section 414D-150(d) requires the affirmative vote of a majority of the directors with no direct or indirect interest and then adds expressly that "a transaction may not be authorized, approved, or ratified under this section by a single director." On a small board where several directors are conflicted, that sentence can leave the board without a workable path and push the decision to the members or, for a public benefit corporation, to the attorney general.

Missing one annual report does not cost you your corporate status. Section 414D-248(2) lets the department director begin administrative dissolution only after a corporation fails to file its annual report "for a period of two years," which is a longer runway than most states allow. The same section still permits dissolution for failing to pay fees or to maintain an agent for service of process, so the two year grace applies to the report and not to everything else.

This is a summary, not legal advice.

We cite the statute so you can read it yourself, and we last checked these on September 3, 2026. Statutes change, courts interpret them, and your own bylaws may impose stricter rules than the state does. Before you rely on any of this for a decision that matters, have a lawyer licensed in Hawaii review it.

About our sources for Hawaii: Hawaii's legislature website blocks automated access, so these sections were read from archived copies of the official pages captured in February 2025, reflecting files dated January 2025. Any amendment from the 2025 or 2026 sessions may not be reflected.

Knowing the rule is the easy part.

Staying compliant means knowing whose term ends in March, whether you'll still have quorum after it does, and who hasn't signed this year's conflict of interest form. Board Manager tracks all three and tells you before they become a problem.

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Hawaii nonprofit board requirements

What the statute requires

What's particular to Hawaii

Knowing the rule is the easy part.

Sources

Other states