Commander: Why The American Legion left Minnesota Outdoors

Questions have been raised regarding The American Legion Department of Minnesota’s decision to resign its seat on the board of directors of Minnesota Veterans Outdoors. I want to provide a clear explanation.

Minnesota Veterans Outdoors was originally formed through the participation of several veterans service organizations, including The American Legion, Veterans of Foreign Wars, Disabled American Veterans, Paralyzed Veterans of America, Jewish War Veterans, Military Order of the Purple Heart, Amvets and the Marine Corps League.

In its earlier structure, the DAV of Minnesota Foundation served as manager and fiduciary of the funds associated with the participating organizations. During that time, The American Legion sponsored three annual events: the fall deer hunt, the spring turkey hunt and the summer fishing expedition.

Detailed invoices were regularly provided after each event, and the participating organizations had a clear understanding of the expenses being shared. That structure reflected a level of transparency and accountability that allowed all involved to participate with confidence.

On Oct. 21, 2024, Minnesota Veterans Outdoors elected to incorporate as a separate entity. It would become its own fiduciary and manager of funds. Articles of Incorporation & Bylaws were developed in January 2025.

As those governing documents were reviewed, several concerns were identified relating to corporate governance, financial accountability, the responsibilities of the board of directors and officers, the stated nature and purpose of the organization, and the process for selection of the director/CEO.

The department adjutant of The American Legion proposed revisions intended to strengthen transparency, clarify governance and support sound organizational practices. While some of those suggestions were incorporated, a number of important concerns remained unresolved.

Because Minnesota Veterans Outdoors is organized as a 501(c)(3) nonprofit corporation, it is required to operate in accordance with the Minnesota Nonprofit Corporation Act and other applicable legal requirements.

Those standards are not merely technical. They carry with them real fiduciary responsibilities for board members, including duties of care, loyalty, oversight and stewardship. For that reason, The American Legion must ensure that any board service undertaken in its name is supported by sufficient transparency and governance safeguards to allow those duties to be fulfilled appropriately.

A continuing point of concern was the absence of a budget for anticipated expenses, despite repeated requests from the Department of Minnesota. Without a budget, it became difficult to responsibly plan for, evaluate, and authorize the expenditure of departmental funds.

In addition, invoices Minnesota Outdoors submitted to the department comptroller often did not provide sufficient detail to explain the charges being assessed. Additional follow-up was often required in order to obtain the information necessary to understand what expenses were being paid and why.

At the request of the department, the department judge advocate and I reviewed the proposed governing documents. That review raised several additional questions regarding the completeness of the documents and the adequacy of the governance framework.

Among the concerns were the lack of clearly defined responsibilities for officers, insufficient clarity regarding the compensation and selection of the director/CEO, the absence of a documented budget process, limited financial transparency, insufficient detail regarding expenditures, and no clear discussion of insurance coverage for the corporation.

Taken together, these issues presented concerns about whether department representatives could confidently and fully discharge their fiduciary obligations while serving on the board.

This decision was not made lightly, nor was it intended as a criticism of the mission of Minnesota Veterans Outdoors, which is valued and respected. Rather, it reflects The American Legion’s responsibility to exercise sound judgment when participating in the governance of a separate nonprofit corporation. At this time, given the unresolved concerns regarding transparency, governance structure, and financial accountability, The American Legion is not comfortable that it can meet its fiduciary duties consistent with the expectations imposed under Minnesota nonprofit law and related obligations.

Should Minnesota Veterans Outdoors address these concerns and implement the requested governance and accountability measures, there would be no objection to revisiting this decision in the future. Until then, resignation from the board is the most prudent and responsible course.

Linda Dvorak of New Prague Post 45 is the commander of The American Legion Department of Minnesota.