HRS §414D-147
How many board members must be present to vote
This section sets the minimum number of board members needed for a meeting to count. Usually, it is more than half of the current board. The rules can be changed by the company's articles or bylaws, but not below a set minimum. A majority of those present can decide matters unless a higher number is required.
The statute, as written — Quorum and voting
(a) Except as otherwise provided in this 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. 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. (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 this chapter, the articles, or the bylaws require the vote of a greater number of directors.
LawTrove is not legal advice. The summary above is a computer-generated restatement — the authoritative text is the official version linked above.