(a) Unless prohibited or limited by the articles or bylaws, a board of directors may create one or more committees of the board and appoint members of the board to serve on them. Each committee shall have two or more directors, who serve at the pleasure of the board.
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Terms Used In Hawaii Revised Statutes 414D-148

  • articles: includes amended and restated articles of incorporation, and articles of merger. See Hawaii Revised Statutes 414D-14
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • board of directors: means the board of directors of a corporation except that no person or group of persons are the board of directors because of powers delegated to that person or group pursuant to § 414D-131. See Hawaii Revised Statutes 414D-14
  • Bylaws: means the code or codes of rules (other than the articles) adopted pursuant to this chapter for the regulation or management of the affairs of the corporation irrespective of the name or names by which the rules are designated. See Hawaii Revised Statutes 414D-14
  • Directors: means individuals, designated in the articles or bylaws or elected by the incorporators, and their successors and individuals elected or appointed by any other name or title, to act as members of the board. See Hawaii Revised Statutes 414D-14
  • Merger: means the procedure authorized by this part in which one domestic or foreign entity combines with one or more domestic or foreign entities resulting in either one surviving entity or one new entity. See Hawaii Revised Statutes 414D-14
  • Quorum: The number of legislators that must be present to do business.
(b) The creation of a committee and appointment of members to it must be approved by the greater of:

(1) A majority of all the directors in office when the action is taken; or
(2) The number of directors required by the articles or bylaws to take action under § 414D-147.
(c) Sections 414D-143 to 414D-147, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board, shall apply to committees of the board and their members as well.
(d) To the extent specified by the board of directors or in the articles or bylaws, each committee of the board may exercise the board’s authority under § 414D-131.
(e) A committee of the board may not, however:

(1) Authorize distributions;
(2) Approve or recommend to members dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation‘s assets;
(3) Elect, appoint, or remove directors or fill vacancies on the board or on any of its committees; or
(4) Adopt, amend, or repeal the articles or bylaws.
(f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in § 414D-149.

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