OHA trustees approve two bylaws amendments but proposed bylaws fail first reading

The Office of Hawaiian Affairs Board of Trustees on Feb. 6 approved two amendments to proposed bylaws but voted down the overall bylaws package at first reading, meaning the proposed changes will not be adopted at this time.

Trustees unanimously approved an amendment that would strike a sentence in Article VIII, item h, subsection 4 that currently reads, "When standing committees meet jointly, each committee shall vote separately as individual committees." That amendment passed on an 8-0 roll-call vote, according to the meeting record.

Trustee Kate Lindsey moved a second amendment to "remove all references to a second vice chairperson" from the proposed bylaws; Trustee Aquino seconded the motion. The board approved that amendment by an 8-0 roll-call vote.

Despite those two successful amendments, the board then held a first-reading vote on the full proposed bylaws as amended. The first-reading motion required six votes to carry but received five in favor and three opposed; the motion failed, and the bylaws were not advanced for final adoption.

Discussion during the meeting focused on where responsibilities should sit if the board maintained separate vice chair positions or consolidated duties into a single vice chair. Trustees debated folding duties that had been scoped for two vice chairs into a single vice chair office, including the development of trustee training and orientation and the timely posting of meeting minutes. One trustee noted the posting requirement as "required by HRS 92-9," and speakers discussed whether that function — and other duties — should be delegated by the chair or retained in another office.

Board counsel (referred to in the meeting as Everett) told trustees that current bylaw language gives the chair discretion to delegate powers and duties to the vice chair or to staff, and that the chair's authority could be used to assign the additional responsibilities in question. Trustees also discussed creating the option for a deputy chief of staff in the chair's office to handle day-to-day operations and help mentor trustee aides; the chair described the deputy position as an option to provide internal leadership and a pathway for staff advancement, and said any salary band would be determined with human resources and require budget and finance review.

Several trustees raised concerns about staff reporting lines under the proposed chief of staff language. One trustee asked whether the proposed revision would place trustee aides under the chief of staff's direct control, and another clarified that the revised language as drafted would be limited to the chairperson's office and would not change individual trustees' relationships with their own aides.

Although trustees voted to remove the committee joint-voting language and to delete references to a second vice chair, the failure of the first-reading vote means the board will need to decide whether to revise the proposal further and bring it back at a future meeting. A board member said earlier in the meeting that amended changes would be posted ahead of a planned second reading scheduled for Feb. 20; that calendar expectation is now subject to the outcome of the failed first-reading vote.

The board declined to adopt the proposed bylaws at first reading; the next regular meeting is scheduled for Feb. 20, 2025.