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May members less than 18 years old vote?

Your Legal Questions Answered

May members less than 18 years old vote?

The bylaws of our organization give total control to the members – the members decide EVERYTHING. There are several classes of memberships. One of the “classes” (which also has the right to vote) permits 16 to 18 year olds to be members. I know you have to be over 18 to be a director of a corporation. Would our bylaws be violating nonprofit law since the members vote on everything?

This is obviously a question of state law. Most state nonprofit corporation laws have an age requirement for individuals who can serve as directors of a nonprofit corporation, but not for those who can serve as members.  This makes a certain amount of sense since members have no fiduciary duty to the organization and can act in their own self-interest.  Directors have fiduciary duty and can be sanctioned if they don't fulfill it.

Adults may be perceived to have more experience and judgment to act on behalf of others than younger persons do. But where the members have all the power and authority, when permissible under the law, they have no fiduciary duty to anyone else and there is no necessary reason to preclude the kids from voting.  Officers would have fiduciary duty, but not the broad group of members who make the policy decisions for the organization.

This structure may not be a good idea (either having no directors, or having kid members), but it is probably not illegal.

Tuesday, October 9, 2012

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