Hawaii Revised Statutes Division 2. Business § 421I-5

(a) All meetings of the board of directors, other than executive sessions, shall be open to all shareholders, and the shareholders may participate in any deliberation or discussion unless a majority of a quorum of the board of directors votes otherwise. The board of directors may adopt reasonable restrictions on shareholder participation.

(b) The board of directors shall meet at least once each year. Whenever practicable, notice of all board meetings shall be posted in prominent locations within the project by the resident manager, managing agent, member of the board of directors, or other person designated by the board of directors, at least seventy-two hours prior to the meeting or simultaneously when notice is given to members of the board of directors.

(c) Minutes of the meetings of the board of directors shall include the recorded vote of each board member on all motions except motions voted upon in executive session.

(d) The board of directors, with the approval of a majority of a quorum of its members, may adjourn any meeting and reconvene in executive session to discuss and vote upon matters concerning personnel or litigation in which the corporation is or may become involved, if the general nature of any business to be considered in executive session is first announced in the session open to all shareholders.

(e) No board member shall cast that board member's vote by proxy.

(f) A board member shall not be allowed to vote at any board meeting where the board member has a conflict of interest. The board member shall disclose the conflict of interest, in its general nature, prior to the vote on that matter. The minutes of the meeting shall record the substance of the disclosure of the conflict of interest.