HRS §414-301
Who can change the corporation's bylaws
This section says who can change or cancel a corporation's bylaws. The board of directors can do it unless the articles, the law, or the shareholders have said only shareholders can. Shareholders can always do it, even if the board can too.
businesses
The statute, as written — Amendment by board of directors or shareholders
(a) A corporation's board of directors may amend or repeal the corporation's bylaws unless: (1) The articles of incorporation or this chapter reserve this power exclusively to the shareholders in whole or part; or (2) The shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw. (b) A corporation's shareholders may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by its board of directors.
LawTrove is not legal advice. The summary above is a computer-generated restatement — the authoritative text is the official version linked above.