Should there be minor representation on a nonprofit board of directors?

Teenagers have proved time and time again that they can lend their voices towards achieving significant change.  Some social activists became household names before adulthood, like Malala, and Greta Thunberg.  When they began their activism, they were minors, and in some jurisdictions would have been barred from sitting on non-profit organization boards.

A youth board member can provide many benefits to an organization.  They can bring a fresh perspective, introduce new platforms and networks to communicate and outreach to audiences, and develop a new generation of organization leaders.  However, with great power comes great responsibility, and giving a youth such responsibilities can create substantial risks and raise legal uncertainties for the non-profit.

State law addresses the minimum age of a director of a nonprofit.  Some states explicitly provide for youth board members, other states explicitly prohibit it, while most states are silent on the issue.  Three states have a law that explicitly provides for youth board members. They are Michigan, Minnesota, and New York.  The Seven states that explicitly prohibit youth board members are Colorado, Florida, Georgia, Nevada, New Jersey, Pennsylvania, and Utah.  Most of the nation’s states, along with the District of Columbia, are silent on the issue.

A youth board member would have many of the same legal rights as the other board members such as full voting rights as a director and access to corporate records of the nonprofit.  However, a youth board member’s authority and obligations are likely limited in other legal ways.  The most prominent limitation is minors not entering into contracts.

In Pennsylvania, the legal age to contract is 18. The law presumes that minors do not have the capacity to contract. In some incapacity circumstances, such as mental illness, the contract is void – meaning it is unenforceable. However, a contract entered by minors is voidable except for necessaries until age 18 in Pennsylvania. A minor can nullify a contract by disaffirming it at any point up until a reasonable time after reaching majority, or the minor may ratify a contract upon coming of age (applying Restatement (Second) Contracts 2d §§ 7, 14; Aetena Casualty & Surety Co. v. Duncan 972 F.2d 523).

Additionally, while the law articulates that board members have fiduciary duties, although a youth board member may strive to carry out the position according to such standards of care and loyalty, these duties may not be legally enforceable duties against a youth board member because of the contract limitations.

If a non-profit is in a state which prohibits minors being directors, a solution is adding a teenager as a youth representative to the Board of Directors without vote.  Such a person can be given status by specifically including that position in the bylaws of the non-profit with a defined method of selection and term in office like that of a director.  Such a solution allows the directors to have the benefit of the point of view and advice of those persons without jeopardizing the votes of directors.

Another solution is to have the minors serve on designated committees with vote.  This solution would focus the interest and perspective of the teenager on the subject matter on which he or she has the interest and experience.  As a committee member, he or she could have a vote.  It most situations may be the most effective way to obtain youth representation.

Teenagers can bring much to the table in non-profit organizations.  Having them involved is a way of viewing future persons who could be nominated for election as directors upon obtaining the age of majority.   Even if they cannot sit on boards in every state, minors can always get involved through other volunteer outlets and make their voices heard.  

With contribution from Kayla G. Shellenhamer, second year J.D. candidate at Widener University   References:  

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