OHA trustees adopt revised bylaws on first reading amid debate over vice-chair language and staff roles

The Office of Hawaiian Affairs Board of Trustees voted on first reading March 6, 2025 to adopt a revised set of board bylaws intended to bring OHA’s governing rules into alignment with Hawaii’s Sunshine Law and HRS chapter 10. The first-reading motion carried by roll call, with eight trustees voting yes and one trustee voting no.

The bylaws revision was presented as a comprehensive update that incorporated statutory language from HRS chapter 92 (open meetings) and HRS chapter 10 (OHA), clarified officer definitions, added a chair emeritus/emerita provision and revised language about trustee staff. The board was asked to approve the clean version with two additional edits incorporated during the meeting: removing a stray parenthetical plural “s” from the officer definition on page 6 and replacing an indefinite article with the definite article in the vice-chair definition (making the text refer to “the vice chairperson”). Trustee discussion covered several substantive topics before the vote.

Public comment Beneficiary and community member Jermaine (Germaine) Myers testified during public comment, asking the board to preserve specific language in the proposed changes and to ensure trustees receive written copies of internal legal opinions. Myers recommended that minutes be posted within the 40-day statutory window and called for written minutes to “give a true reflection of the matters discussed at the meeting and the views of the participants,” including testifiers and staff. Board counsel and staff agreed to confer with Myers on detailed wording.

Key points in trustees’ discussion - Sunshine-law compliance and chapter 10 alignment: Chair Kahele and counsel described the revisions as necessary to ensure the bylaws conform to current state open‑meeting statutes and to avoid internal contradictions with chapter 10. Administration counsel reviewed the document line by line to identify inconsistencies. - Vice-chair wording: Multiple trustees and counsel noted typographical inconsistencies (singular vs. plural and use of “a” vs. “the”) and agreed on edits to make the vice‑chair references singular and consistent with chapter 10. - Legal-opinion distribution: Myers and trustees urged that legal opinions, including those from OHA corporate counsel, be shared with trustees when requested. Counsel said statutory references are noted in the bylaws and that the board must comply with HRS requirements. - Trustee staff and executive policy manual: Trustees asked that the bylaws’ language about trustee aides and secretaries align with the executive policy manual. The chair committed to ensuring that identical language appears in both documents and to update the executive policy manual after the bylaws adopt. - Proposed deputy chief of staff: The clean version included language about a proposed deputy chief of staff position. Trustee Souza and others discussed staffing implications; Trustee Souza said the board could repurpose one of the chair’s two authorized aide positions to create a deputy chief of staff but urged care regarding salary bands and not creating a perception of a top-heavy organization. The chair and HR director described plans for a competitive hiring process and HR review of salary bands.

Vote and next steps Trustee Wahe?i moved to adopt the revised bylaws on first reading; Trustee Souza seconded. After limited further procedural questions and a short recess, the motion passed on first reading with eight yes votes and one no vote (Trustee Akaka voted “aole,” the transcript records). Counsel advised that further amendments at second reading would require returning to first reading; trustees were informed that the board would republish revised redline and clean versions, incorporate the minor edits discussed at the meeting, and consider final passage at the March 20, 2025 meeting.

What the board said about the process Trustees and counsel emphasized the need to keep governing documents synchronized (bylaws, executive policy manual, and employee handbook). Counsel and administration said they would incorporate the trustee suggestions (including public-comment suggestions) and republish the documents for second-reading review.

The board’s action on first reading updates OHA’s governing rules and sets a schedule for finalization, but additional edits raised during floor debate may be offered again when the bylaws return for second reading.