11-Year Old Board Member

Source: Adrian J. Adams Esq. 

An attorney in Virginia recently raised an issue about an eleven-year old girl who submitted an application to run for an open seat on the board of directors of a large association.

Concerns. The attorney was concerned that, as a minor, (i) could she approve or execute contracts, (ii) would the board’s D&O insurance cover a minor, and (iii) would the same duties of loyalty and care apply to a minor’s decisions?
No Restrictions. In California there are no age restrictions for serving on a board of directors. The Davis-Stirling Act and the Corporations Code are silent on the issue. That means an 11-year old could be elected to an HOA board unless the governing documents stated otherwise.

Contract Issues. The problem with minors on HOA boards is their right to disaffirm contracts they enter into. (Civ. Code §6710.) Even though the association is the party entering into a contract, if a minor on the board were the deciding vote approving a contract, could she later disaffirm the contract? This is uncharted territory that could result in litigation if that were to occur.

Fiduciary Duties. Upon their election to the board, directors are held to a higher standard. Would that standard apply to an 11-year-old? If criminal courts don’t treat minors the same as adults, it’s unlikely civil courts would either. Even though the minor would not be liable for her actions, the association would. How does that affect insurance coverage?

RECOMMENDATION: Because of legal uncertainties created by a minor on the board, associations should set a minimum age as a director qualification. It can be done via a rule change to the Election Rules or by amending the bylaws. In California, members of the Legislature must be over 18 years of age. Most other states use 21 for their lower house and 25 for the upper house.