Frequently Asked Questions
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According to Chapter 53 Article 11 of the Business Corporation Act, action without a meeting requires a written consent signed by all the directors. It is generally held that emails do not meet this requirement, but that conference calls or webcast meetings where everyone can hear the discussion do meet the requirements. It should be spelled out in the Bylaws.
53-11-43 Action by directors without a meeting.
Unless otherwise provided by the articles of incorporation or bylaws, any action required by the Business Corporation Act [Chapter 53, Articles 11 to 18 MNSA 1978] to be taken at a meeting of the directors of a corporation, or any action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, or all of the members of the committee, as the case may be. The consent shall have the same effect as a unanimous vote.
You can review the Guidestar Nonprofit Compensation Report for help determining nonprofit salaries
And what if they don't know where the donations come from? Are they required to register in every state just in case?
If a nonprofit organization solicits funds from people in other states, the organization may need to register with those states to be in compliance with local laws. Giving USA Foundation publishes and sells an Annual Survey of State Laws Regulating Charitable Solicitations as of January 1, 2014. The survey includes State Regulatory Agency information for each state, registration requirements and other useful information.