Minimum Age Requirement
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MINIMUM AGE REQUIREMENT

Questions were raised 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.

No Restrictions. California has 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 state otherwise.

Potential Problems. The problem with minors on HOA boards is the minor's 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, if she were to later disaffirm the contract, it could result in litigation with damages levied against the association.

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?

Property Ownership. Minors can own property and not all associations require their directors to be members. So both situations present risk. The problem with a minor on title is that they owe no legal duties and they can disaffirm the deed. (Sparks v. Sparks (1950) 101 Cal.App.2d 129.) By setting a minimum age as a director qualification, associations can avoid potential problems with underage directors. I recommend boards amend their bylaws in 2016 to add director qualifications.

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. Associations can select a minimum age they deem appropriate.

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Adams Stirling PLC