Opinion No. 71-205 (1971) Ag ( 1971 )


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  • BUSINESS CORPORATIONS ACT — MEMBERS OF BOARD OF DIRECTORS MUST HAVE ABILITY TO CONTRACT The Business Corporation Act provides that officers, directors, and incorporators must have the ability to contract in order to hold positions as members of the boards of directors of private non-profit corporations. Females who are eighteen years of age have the ability to contract and males who are twenty-one years of age have the ability to contract. The Attorney General has had under consideration your letter requesting an opinion wherein you ask the following questions: "1. Can 18 year olds serve as members of the boards of directors of private non-profit corporations? "2. If so, are there any legal restrictions?" The laws governing non-profit corporations are found within Section 18 O.S. 1.3 [18-1.3] of Title 18 of the Business Corporation Act which provides: "The provisions of this Act shall be applicable to every private corporation, profit or non-profit, stock or non-stock, now existing or hereafter formed or domesticated under the laws of this State . . ." . Title 18 O.S. 1.10 [18-1.10] (1961) sets out the requirements for "incorporators" as follows: "Three (3) or more persons legally competent to enter into contracts may form any corporation which may be incorporated under this Act by complying with the requirements thereof." (Emphasis added) The powers, duties and qualifications of directors of corporations are contained in Section 18 O.S. 1.34 [18-1.34], supra, which provides: "c. A director to be qualified to take office shall be legally competent to enter into contracts. . ." (Emphasis added) Qualifications to be an officer of a corporation are found in Section 1.43, supra, as follows: "b. Qualifications for taking the office of president, secretary or treasurer shall be the same as required in sub-section c of Section 34 for directors. . ." In each of these instances, the ability to legally contract is a prerequisite for holding that position. With respect to the ability to contract, the statutes provide in 15 O.S. 1961 11 [15-11]: "All persons are capable of contracting except minors, persons of unsound mind, and persons deprived of civil rights." The term "minors" is defined in Section 13, supra, as follows: "Minors except as otherwise provided by law are: "1. Males under twenty-one years of age. "2. Females under eighteen years of age." It is the opinion of the Attorney General that the answer as to your first question is determined by the sex of the person involved. The Business Corporation Act provides that officers, directors, and incorporators must have the ability to contract in order to hold each of those positions. The answer to your question is in the affirmative as to females who are eighteen since they have the ability to contract, and in the negative as to males under the age of twenty-one years as they do not have the ability to contract. The answer to the first question which you ask also provides the answer to the second question. (Paul C. Duncan) (Minors)

Document Info

Filed Date: 7/1/1971

Precedential Status: Precedential

Modified Date: 7/6/2016