V. Minnesota-Organized Nonprofits and Charitable Gambling
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I. Introduction II. Laws that Govern Charitable Organizations III. Laws that Govern Professional Fundraisers IV. Laws that Govern Charitable Trusts V. Minnesota-Organized Nonprofits and Charitable Gambling VI. When Nonprofits Must Provide Notice to the Attorney General VII. Uniform Prudent Management of Institutional Funds Act Appendix
Charities and charitable trusts that incorporate in Minnesota do so under the Minnesota Nonprofit Corporation Act, Minn. Stat. ch. 317A, or, less commonly, as a nonprofit limited liability company.(73) A summary of the Nonprofit Corporation Act is beyond the scope of this guide, but Minnesota nonprofits should be aware of certain key provisions in the Act, including the following:
- The length of time a director may serve on a nonprofit’s board may not exceed ten years without the person being elected or appointed to a new term. There is no limit on how many terms a director may serve on a board.(74)
- Nonprofit board members have various fiduciary duties imposed on them as a director of the nonprofit, including the duties of care, loyalty, obedience, and to act in the best interests of the organization, among others.(75)
- Nonprofit officers, or those exercising the functions of officers, likewise have various fiduciary duties imposed on them.(76)
- A nonprofit must satisfy certain criteria in order to properly transact business with a related party.(77)
- A nonprofit may not lend money to a director, officer, or employee of the organization (or a related organization) unless the board of directors reasonably expects the loan to benefit the nonprofit, as opposed to the recipient of the loan.(78)
- A nonprofit is required to maintain complete and accurate books and records regarding its operations and affairs, including its articles and bylaws, accounting records, voting agreements, and meeting minutes.(79)
Minnesota nonprofits should review the entirety of chapter 317A and consult with a private attorney to ensure their compliance with these laws. This Office has also prepared a brochure entitled "Guide for Board Members: Fiduciary Duties of Directors of Charitable Organizations." It discusses in more detail the roles and responsibilities of board members.
The requirements imposed on nonprofits by statutes administered by the Minnesota Secretary of State and the Minnesota Gambling Control Board (for nonprofits that engage in charitable gambling) are not discussed in this guide. For more information on these matters, please contact the Minnesota Secretary of State, First National Bank Building, 332 Minnesota Street, Suite N201, St. Paul, MN 55101, or at (651) 296-2803 or (877) 551-6767. For information regarding charitable gambling, please contact the Minnesota Gambling Control Board, 1711 West County Road B, Suite 300 South, Roseville, MN 55113, or at (651) 539-1900.
