HI HB1638

Establishes a new chapter in Hawaii Revised Statutes creating a legal framework for "public benefit corporations" that operate with social and environmental responsibility in addition to profit motives.

Requires public benefit corporations to pursue a "general public benefit" (material positive impact on society and environment measured by third-party standards) and may identify specific public benefits in their articles of incorporation.

Mandates each public benefit corporation designate an independent "benefit director" who must assess annual compliance with public benefit purposes and file annual benefit reports with shareholders and the Department of Commerce and Consumer Affairs ($70 filing fee).

Directors and officers of public benefit corporations must consider effects on shareholders, employees, customers, communities, the environment, and the corporation's ability to achieve its public benefit purposes, with protection from personal liability for good faith compliance with these expanded duties.

Establishes enforcement mechanisms through "benefit enforcement proceedings" that can be brought by the corporation, shareholders, directors, or others specified in bylaws to challenge failures to pursue stated public benefits or violations of fiduciary duties.