Board of Directors. The “business and affairs” of a nonprofit organization - whether big or small - must be governed by a board of directors.  Minn. Stat. § 317A.201.  Directors are responsible for the management of the business and affairs of the corporation, and strong board oversight is critical to the proper operation of the organization. Directors must supervise and govern the charity’s efforts in carrying out its mission. This does not mean that directors are required to manage the day-to-day activities of a corporation. Rather, they can appoint officers and employ individuals to carry out the daily tasks of running the organization. Directors must be active, informed, and engaged because they are considered fiduciaries of the organization, a term used for individuals who are in a position involving trust.  Specifically, directors owe a fiduciary duty to the nonprofit to act in good faith, with care, loyalty, obedience, and honesty in fact, and in the best interests of the organization, among other things.  Minnesota courts have long held that the law imposes the highest standard of integrity on the bearers of these duties.