Protecting Donor Intent: A 50-State Analysis of Legal Protections

Disclaimer

The information provided in this report does not, and is not intended to, constitute legal advice. All information in this report is for general informational purposes only. Readers of this report should contact attorneys in the relevant jurisdiction to obtain advice with respect to any particular legal matter. No reader of this report should act or refrain from acting on the basis of information in this report without first seeking legal advice from counsel in the relevant jurisdiction. Only your individual attorney can provide assurances that the information contained herein—and your interpretation of it—is applicable or appropriate to your particular situation.

Executive Summary

Protecting donor intent is essential to building and maintaining trust between donors and charities, which is vital for encouraging robust giving to support a thriving philanthropic sector and civil society.
However, with increasing ideological and mission drift at many charities-including, for example, at colleges and universities—charitable donors’ intents are increasingly disregarded or violated today.
Inadequate legal protections in many states compound the issue, with the Uniform Prudent Management of Institutional Funds Act (UPMIFA) serving as a baseline but falling short of ensuring the preservation of donor intent.
This report provides a comprehensive state-by-state overview of the current landscape of charitable donor intent protections, identifying key challenges and opportunities to ensure donors remain confident in their robust giving to diverse causes and communities in need.
Donor intent protections rank highest in Kansas, Iowa, and North Carolina, which have adopted donor standing statutes that empower donors to directly protect their intent in legal proceedings. While other states lack an express donor-standing statute, courts in Kentucky, Louisiana, New York, Oklahoma, and Texas have recently permitted charitable donors to sue to enforce conditions on their gifts.
Protections rank lowest in states where courts have more broadly rejected donor standing under current law, including in Colorado, Pennsylvania, Utah, and Virginia.
While Delaware remains a popular destination for the incorporation of charities, the state recently enacted legislation permitting charities to manage the investment of donor funds in accordance with Environmental, Social, and Governance (ESG) considerations other than financial gain.
These findings highlight the ongoing need for more comprehensive legal safeguards and consistency across states to balance donor intent protections with evolving charitable landscapes.

Overview

The integrity of donor intent is a foundation of charitable giving. Choosing to give is a voluntary activity that underpins our society. Upholding the choices made by donors and agreed to by charities is crucial to encourage this giving. From as early as the United States Supreme Court’s famous 1819 case, Dartmouth College v. Woodward, American law has recognized Chief Justice John Marshall’s maxim that philanthropy is founded on the “hope that the charity will flow forever in the channel which the givers have marked out for it.”¹

Yet modern American history is also littered with examples of charitable organizations compromising this foundation by straying from the intent of their donors. Many people may be familiar with the drift of big-name foundations like the Ford Foundation or Pew Charitable Trusts toward progressive agendas.² Likewise, tensions between donors and colleges and universities have grown as political “[a]dvocacy has increasingly displaced academics in higher education.”³ Changing views at colleges and universities have been behind major donor-intent disputes, such as the dispute over Randolph-Macon College’s decision to open admissions to male students after operating for over 100 years as a women’s college, which is discussed in the state summaries below.

Such drift is unfortunately not limited to these high- profile examples but also occurs at many other private foundations and charities-both large and small-that are governed without accountability to their founders’ missions and donor intent. In the 21st century, the issue of donor intent has emerged as a divisive topic. “The debate over donor intent is largely ideological,” the historian Martin Morse Wooster aptly explained.⁴

Donors “tend to be conservative or libertarian,” while “most foundation executives and heirs to estates tend to be liberal or socialist.”⁵

This dynamic is not limited to large family foundations or estates but extends to smaller donors who donate to beloved institutions like colleges and universities or other community charities.

Existing law provides little support to address this dynamic. The problem of charities, foundations, and educational institutions straying from donor intent is exacerbated by inadequate legal protections in many states. Too often, donors lack the legal tools to oversee and enforce their intent. Weak protections for donor intent may dampen charitable giving, as donors lack confidence that their mutually agreed upon intentions will be upheld.

As the Louisiana judge Max Tobias put it in a 2007 case, “If a donor cannot rely upon … the charitable institution to honor in perpetuity the conditions of a donation, why would one make a donation in the first place?”⁶ Dampened charitable giving due to weak protections could negatively impact beneficiaries through delayed medical treatment, lost educational opportunities, or increased homelessness.

On behalf of Philanthropy Roundtable, the law firm Boyden Gray PLLC has produced this report, which provides a survey summary of laws and recent cases applying to donor intent protection in all 50 states and the District of Columbia.

Each state summary in this document reviews two areas of state law concerning the protection of donor intent: (i) the state’s laws protecting donor intent, and (ii) the state’s laws giving donors and their descendants the means to enforce donor intent. Both areas are important to effectively protect donor intent. If a state has strong donor intent protections on paper but does not allow donors to enforce those protections, they are valuable in name only. Conversely, the clear right for donors to sue charities that forsake donor intent is worthless if state laws authorize charities to freely depart from donor intent.

We begin by providing an overview of state laws that require charities to follow donor intent.

Donor Intent Protections

While the concept of donor intent is broad and can encompass everything from off-mission private foundations to misleading fundraising campaigns, this analysis considers a narrower subset of donor intent. Specifically, how do state laws protect donors who give to a charity with a written endowment agreement, but discover the agreement is later violated?

Every state and the District of Columbia, except Pennsylvania, has adopted a version of the Uniform Prudent Management of Institutional Funds Act (the “UPMIFA”), model legislation which governs the management of charitable endowment funds. As a result, the UPMIFA sets the baseline against which states’ laws may be measured.

While states’ particular versions of the UPMIFA vary, the standard UPMIFA provides for a minimum level of donor protection. It requires that charitable gifts be managed in a way that considers the charitable purposes of the institution and the purposes of the relevant institutional fund. However, if the donor has expressed a specific intent for how the gift should be spent, the charity must comply with that intent.

If the gift agreement expresses a more general intent, such as by stating the fund should be held as an endowment or the principal should be retained and only the income spent, then the charity has more leeway in spending the funds. However, the charity must still consider various factors outlined in Section 4 of the UPMIFA, which includes considerations such as “general economic conditions” and “other resources of the institution.”⁷ While this provides a minimum level of protection, the UPMIFA does not require charities to follow explicit donor intent when making decisions about the use of funds. As this report discusses in the state summaries below, some states have modified the UPMIFA to expressly allow for considerations beyond donor intent, and even beyond direct charitable purpose when managing charitable funds, such as by authorizing the consideration of environmental or social concerns.

Not only does the UPMIFA provide only a minimum level of donor intent protection, but it also authorizes charities to modify the terms of a gift agreement or redirect funds to other programs without the donor’s consent or in violation of a written agreement. Specifically, the UPMIFA allows a charity to ask a judge to approve changing a donor’s restriction on how a gift can be used if the restriction is no longer possible to follow, makes it difficult to manage the fund, or if a change would otherwise further the purpose of the fund.⁸ These wide-ranging reasons for changing a restriction give judges broad flexibility to approve changes.

But even more directly, the UPMIFA allows charities to change how they use donations without the need for court approval. They can do this if they determine the original purpose of the donation is no longer possible, would be wasteful, or is impractical to maintain. However, this ability to change gift purposes unilaterally comes with specific conditions. The charity can only make these changes on its own if the total value of the donated fund is less than $25,000 and more than twenty years have passed since the donation was made.⁹ And even if the charity can make these changes, the charity must still use the donation in a way that aligns with its charitable goals.

As this report discusses further, states often expand on the UPMIFA’s authorization of such modifications by permitting charities to modify gift restrictions in everlarger endowment funds and reducing or eliminating the twenty-year waiting period since the creation of the fund.

Whether a change to donor restrictions needs approval by a court or if a charity can do it on its own, the charity need not even notify the donor or the donor’s descendants of its modification; the UPMIFA only requires notification of the attorney general.¹⁰

The UPMIFA offers still further ways for charities and courts to alter donor restrictions.

The official comments to the UPMIFA make clear it allows the application of two legal principles to all charitable endowment funds: (i) deviation and (ii) cy pres. These principles permit courts to change donor restrictions without requiring the donors’ approval or even their input. Before the formulation of the UPMIFA, it was often uncertain whether these principles, originally designed for trusts, could be applied to charitable endowment funds held by charities that were not charitable trusts, such as nonprofit corporations. But the UPMIFA makes clear they can.

The doctrine of “deviation” allows courts to excuse charities from strict adherence to donor instructions when doing so would hinder the intended purposes of the gift. In essence, deviation allows courts to ostensibly “fulfill” donor intentions when changing circumstances make it impossible to precisely follow the donor’s original instructions. In practice, however, as will be seen in specific cases below, deviation allows courts to grant charities latitude beyond donors’ express intentions.

The doctrine of cy pres goes beyond deviation by allowing courts to modify donor intent restrictions even beyond the specific purposes of the gift. Cy pres is a shortened form of the phrase cy pres comme possible, which in Norman French means “as near as possible.” The main objective of this doctrine is to allow the donor’s purpose to be followed as closely as possible when the donor’s specific mandates cannot be carried out. Nonetheless, despite this superficial commitment to donor intent, in practice, cy pres authorizes courts to have nearly free reign in modifying donor restrictions so long as they are consistent with the “general” charitable intent of the donor.

Each state summary below discusses the state’s particular version of the UPMIFA adopted (or, in the case of Pennsylvania, other relevant provisions), how it differs with the standard UPMIFA, and relevant court decisions applying these provisions or the judicial doctrines of deviation and cy pres to modify donor restrictions on gifts.

The next section previews the concept of donor standing to enforce these protections or intervene to stop changes initiated by charities and courts.

Donor Standing

While state law provides for certain minimum “paper” guarantees that charities manage their funds in accordance with donor intent, these guarantees are of little value if they cannot be enforced by donors, who are best positioned to know their own intentions. As former Utah Attorney General David L. Wilkinson has described, “[T]he reason many administrators ignore donor intent lies not in their inability to understand the donor’s intent but in their knowing there is no real mechanism to enforce that intent-so they can’t get caught.”¹¹ In legal terms, the doctrine of “standing” refers to who the state will allow to sue in court to enforce some aspect of state law. Too often, that doctrine excludes donors.

Many states have traditionally left the enforcement of donor intent in the hands of the state’s attorney general. Chicago-Kent College of Law Professor Emeritus Evelyn Brody summarizes the traditional rule:

Traditionally, private parties—including donors- have no legal authority to sue to enforce charitable duties. Despite the fact that the organization is legally bound by specific terms of the gift, legally it is not the donor’s concern. It is society’s concern, to be pursued (or not) by society’s representative, the attorney general.¹² However, as the number of charities has grown and instances of charities deviating from their donors’ intentions have become more common, some states have realized the challenges of relying solely on one state office to enforce donor intent. As University of Tennessee College of Law Associate Professor Emerita Iris Goodwin has described, attorney general offices may be “understaffed and underfunded” or “have many pressing concerns aside from the oversight of charities.”¹³

Moreover, “[o]nly thirteen states have departments within attorney general offices specifically devoted to charities.”¹⁴ As a result, some states have broadened the groups of people who can take action, including by extending standing to donors and their descendants.

One way states have done this is related to charitable trusts. Many states have adopted the Uniform Trust Code, which authorizes “settlors”-the legal term for the creators of a trust-to bring actions to enforce trust terms. ¹⁵ Some states went further and allowed settlors and their heirs or designees to have standing to enforce trust terms. This means that in many states, when a donor gives a gift that creates a charitable trust, the donor and, in some states, their heirs and designees, will have standing to sue to enforce the terms of the gift if the charity is not properly managing it.

However, this form of standing only applies when the gift creates a charitable trust. It does not authorize donors to sue to enforce gift terms for gifts given to charities in general. Most donors’ gifts do not constitute charitable trusts. A charitable trust is established by a gift only in specific situations. To create a charitable trust, the donor must clearly intend to create a trust, provide trust property, and have a charitable purpose.¹⁶ Under a charitable trust, the charity receiving the gift is bound by fiduciary duties. By contrast, a charitable gift merely transfers property for a charitable purpose. Most donors make charitable gifts. Consequently, the state laws that grant standing to those who establish trusts (settlor standing), while important, do not grant the same standing to donors who make charitable gifts. Donors of charitable gifts require a different solution.

Recognizing donor interest in creating donor standing to enforce charitable gifts, an early draft of the UPMIFA would have expressly authorized donor standing.¹⁷ However, this provision was dropped from the final drafts of the UPMIFA. Today, only three states—Kansas, Iowa, and North Carolina-expressly authorize donor standing by statute.

While only a select few states expressly authorize donor standing today, some state courts have interpreted donor gifts to create donor standing by redefining those gifts as charitable trusts (thereby creating settlor standing, as discussed above), or as gift-based “contracts” (sometimes referred to as “giftracts”) that a donor can sue to enforce as a contract.

However, states vary on the requirements a gift instrument must meet to be enforceable as a contract. Not all restrictions on gifts are enforceable by donors. Some state courts have required that a restriction provide that the gift revert to another charity, or even back to the donor if the gift is not used for the designated purposes.¹⁸ Others state courts have required only that the gift be “conditional” on some use.¹⁹ Another way states have allowed donors standing to intervene is by authorizing donors to charitable trusts to bring cy pres actions. Only a few states, however, have expanded this provision to cover deviation actions. There are relatively few laws and legal cases that specifically deal with whether donors to charities that are organized as corporations or in a non-trust form have the legal standing to initiate or participate in cy pres or deviation actions.

In many states donor standing laws are, as one state courtjudge recentlyputit, “substantially undeveloped.”²⁰ To better understand this legal landscape and the implications for fostering robust charitable giving, each state summary below discusses the state’s applicable donor standing law in both state statutes, and, where available, at least one recent relevant court decision.

State Summaries

Alabama

Donor Intent Protections

Alabama has adopted much of the UPMIFA. Like the UPMIFA, Alabama law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.²¹ Alabama law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.²²

Alabama law retains some important differences from the UPMIFA that are less protective of donor intent. Alabama law allows charitable institutions to release or modify donor restrictions they deem “impracticable” after only ten years have passed since the relevant institutional fund was created by the donor, and if the fund has less than $50,000 in value.²³ These are weaker protections of donor intent than the UPMIFA, which limits such modifications to endowment funds of $25,000 or less and prohibits modifications from being made until twenty years after the fund was established.

Alabama lacks recent court decisions applying its donor intent protection laws. However, in the related subject of constructive trusts, the Alabama Supreme Court in 2006 applied the cy pres doctrine to change the purpose of a fund. This may show how Alabama courts would use cy pres to modify a charitable fund’s restrictions in the future.

In City of Bessemer v. McClain, an association of tobacco distributors, among other parties, successfully secured a declaration by the Alabama Supreme Court that city ordinances imposing taxes on tobacco products were invalid. The question was what to do with the taxes that had already been collected under the invalid ordinances.

Instead of refunding the tax collections back to the companies, the court held the doctrine of cy pres authorized the court to create a trust from the funds collected and distribute the proceeds to a county hospital that provided the indigent with health care for tobacco-related illnesses. The court deemed this purpose consistent with returning the fees to consumers because the ultimate payors of the taxes were smokers and other tobacco users.

The court reasoned that the distributors association couldn’t receive the money because it had waived any interest in the funds by participating in proceedings that would award the funds to the hospital.²⁴ This shows how Alabama courts may be able to use cy pres to permit changes to gift restrictions that loosely adhere to the courts’ interpretation of the gift’s purpose.

Donor Standing

Alabama has not adopted a donor standing statute, and state courts have not recently directly considered the question. For charitable trusts, Alabama law authorizes settlor standing.²⁵

Alaska

Donor Intent Protections

Alaska has adopted much of the UPMIFA. Like the UPMIFA, Alaska law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.²⁶ Alaska law also authorizes charities to seek court approval to lift donor gift restrictions, or void restrictions unilaterally if certain conditions are met.²⁷

Alaska law retains some differences that make it slightly less protective of donor intent than the UPMIFA. Alaska law allows charitable institutions to release or modify donor restrictions the charity determines “impracticable” if the overall endowment fund to which the donor contributed has less than $50,000 in value. That is weaker than the UPMIFA, which limits such modifications to endowment funds of $25,000 or less.²⁸ Moreover, Alaska law does not provide the state’s attorney general with an opportunity to be heard in modification and deviation proceedings, which the UPMIFA requires.²⁹ Alaska courts have not considered recent cases applying these laws.

Donor Standing

Alaska has not adopted a donor standing statute. For charitable trusts, Alaska has not adopted the Uniform Trust Code and thus lacks a direct settlor standing provision, but Alaska law allows settlors to at least initiate modification procedures.³⁰ Alaska courts have not considered a recent case applying these laws.

Arizona

Donor Intent Protections

Arizona has adopted much of the UPMIFA. Like the UPMIFA, Arizona law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.³¹ Arizona law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.³²

Arizona provides weaker protections of donor intent than the UPMIFA in at least one area. Arizona law allows charitable institutions to release or modify donor restrictions the charity determines “impracticable” if the overall endowment fund to which the donor contributed has less than $50,000 in value.³³ That is weaker than the UPMIFA, which limits such modifications to endowment funds of $25,000 or less.

Donor Standing

Arizona has not adopted a donor standing statute. However, in at least one instance, Arizona courts have held that donor gifts may be construed as contracts, and thereby confer donors’ standing to sue. In the 1968 case Dunaway v. First Presbyterian Church of Wickenburg, the Arizona Supreme Court held that a gift instrument donating stock and dividends to a church with the gift’s purpose to “be applied to the construction of the Sunday school building” created a contract which was enforceable by the donors when the church determined to instead use the stock to purchase property, rather than construct a Sunday school building.³⁴

The court declared that “where the gift has passed into the hands of the donee, there is an implied promise agreeing to the purposes for which it is offered from the acceptance of the donation and there arises a bilateral contract supported by a valuable consideration.” This authority suggests gifts with conditions may be enforceable by donors in Arizona.

For charitable trusts, Arizona has adopted the Uniform Trust Code and authorizes settlor standing.³⁵

Arkansas

Donor Intent Protections

Arkansas has adopted the UPMIFA in its entirety, and its version of the UPMIFA contains no material difference. Like the UPMIFA, Arkansas law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.³⁶ Arkansas law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.³⁷

Donor Standing

Arkansas has not adopted a donor standing statute. For charitable trusts, Arkansas has adopted the Uniform Trust Code and authorizes settlor standing to initiate modification procedures.³⁸

While Arkansas courts have not directly addressed the question of whether donors have standing to enforce gift restrictions, in 2017 the Arkansas Supreme Court addressed the related question of whether a group of heirs had standing to enforce the terms of a charitable trust.

In Stone v. Washington Regional Medical Center, the original donors had granted property to a city for construction of a hospital.³⁹

When the property was later used to construct road infrastructure, the donors’ heirs filed suit. The court held that while the original donors’ gift had created a charitable trust, the heirs lacked standing to sue because Arkansas law only allows settlors, that is, the creators of the charitable trust, to sue. This shows that Arkansas courts may construe donor standing narrowly even in the context of charitable trusts.

California

Donor Intent Protections

California has adopted much of the UPMIFA. Like the UPMIFA, California law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.⁴⁰ State law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.⁴¹

California law also has several differences with the UPMIFA that provide for significantly weaker donor intent protections. For example, California authorizes charities to release or modify donor restrictions the charity determines “impracticable” to funds with less than $100,000—quadruple the UPMIFA’s threshold of $25,000.⁴²

In one prominent case, California courts restricted the use of cy pres to modify a gift’s charitable purpose. In litigation involving the estate of Beryl H. Buck, a trustee of Buck’s trust requested application of the cy pres doctrine to modify the terms of one of the trust’s gifts. The terms of the gift required the trustee to distribute income for charitable purposes within Marin County, California. The trustee requested the court to permit the trust to make grants in a wider area than just Marin County.

The California attorney general opposed the request. The California court agreed, reasoning the income could be spent effectively and efficiently in Marin County and “that the geographic restriction was ‘unequivocal.” However, the court also held that the breadth of purposes of the trust permitted the trustee to fund major projects in Marin County which, given their size, the benefits of which could extend beyond Marin County.⁴³

Donor Standing

California has not adopted a donor standing statute. The California statute governing nonprofit public benefit corporations does not allow donors to sue but allows for the attorney general or any “person with a reversionary, contractual, or property interest” to sue.⁴⁴ If a donor’s gift can be construed as retaining in the donor a contractual interest, the donor may have standing to enforce gift restrictions.

For charitable trusts, California has not adopted the Uniform Trust Code and thus lacks a settlor standing provision. Only trustees and beneficiaries, not settlors, are permitted to initiate modification procedures.⁴⁵

However, California courts have also allowed donors standing to sue under certain circumstances. One California court has held that, for a charitable trust, a donor had standing to enforce restrictions on its gift. In the 2005 case L.B. Research & Education Foundation v. UCLA Foundation, the Second District California Court of Appeal ruled a donor had standing to enforce the terms of its gift to the University of California, Los Angeles to create an endowed chair.⁴⁶

In July 2000, the L.B. Research and Education Foundation gave the UCLA Foundation a contribution of $1 million to establish an endowed chair in cardiothoracic surgery. After the UCLA Foundation first funded the chair as promised, L.B. Research sued in October 2003, alleging the UCLA Foundation and the Regents of the University of California had failed to employ personnel meeting the chair’s criteria, had offered the chair to non-qualified individuals, and withdrawn unearned fees from the chair’s fund, among other violations of the gift’s terms.

The court found the donor’s gift was, in actuality, a contract subject to conditions because the gift instrument provided for other uses of the gift if the UCLA Foundation did not use the gift as directed. Because the gift was a contract, the court held that the donor had standing to sue and enforce its terms.

However, the court went further to suggest that even if the gift was not contract, L.B. Research still would have had standing to sue merely as a donor, saying granting standing to donors would usefully supplement the state attorney general’s role as the primary enforcer of charitable trusts.⁴⁷ This holding suggests donors with gift restrictions and donors who create charitable trusts may have standing in California.

Colorado

Donor Intent Protections

Colorado has adopted much of the UPMIFA. Like the UPMIFA, Colorado law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.⁴⁸ State law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.⁴⁹

Colorado law also includes weaker protections for donor intent than the UPMIFA. Colorado allows charities to release or modify donor restrictions the charity determines are “impracticable” to endowment funds of less than $100,000—four times the UPMIFA’s threshold—with the amount adjusted periodically to keep up with inflation.⁵⁰ This has the effect of increasingly expanding the number of charities eligible to unilaterally modify donor gift restrictions.

Donor Standing

Colorado has not adopted a donor standing statute, and Colorado courts have rejected donor standing.

In the 2022 case Herbst v. University of Colorado Foundation, the Colorado Court of Appeals held that donors lack standing to enforce the terms of their gifts to charitable trusts. In that case, donors sued the University of Colorado Foundation for mismanagement. A donor to the foundation and other alumni sued the foundation, alleging it mismanaged their gifts by overpaying its investment advisers, among other misconduct. The donor argued the foundation’s mismanagement cost it over $1 billion in unrealized revenue, which could have been used to reduce tuition, increase faculty salaries, or provide more educational resources to students and faculty.

The Court held that the donor lacked standing because “only the attorney general or a person with a special interest in a charitable trust has standing to sue for mismanagement.” According to the court, donors do not fall into the “special interest” category unless they seek to enforce a specific condition attendant to their donation (with an express reservation of the right to do so in the gift agreement) or claim to have been misled into making the donation.

The Court rejected the donor’s argument that he had a special interest because he created special academic programs at the University. In conclusion, the court declared that one’s “mere status as a donor confers upon him no special status vis-a-vis the trust.”⁵¹ This decision likely forecloses donor standing in Colorado.

For charitable trusts, Colorado has adopted the Uniform Trust Code and authorizes settlor standing.⁵²

Connecticut

Donor Intent Protections

Connecticut has adopted much of the UPMIFA. Like the UPMIFA, Connecticut law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.⁵³ State law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.⁵⁴

Connecticut law is significantly weaker than the UPMIFA in several provisions. It does not shield funds of any size from modification or deviation from charitable purpose, unlike the UPMIFA, which limits unilateral modification to funds of $25,000 or less.⁵⁵

This means charities can modify the restrictions on an endowment fund of any size. Connecticut law also allows charities to seek modification to funds’ charitable purposes immediately after they are established, unlike the UPMIFA’s requirement that the funds exist for more than twenty years before a charity can modify their purpose. ⁵⁶

Donor Standing

Connecticut has not adopted a donor standing statute. But after several court decisions, the state legislature has enacted a law that now provides a degree of donor standing, although only in the charitable trust setting.

In the 1997 case Carl J. Herzog Foundation, Inc. v. University of Bridgeport, the Connecticut Supreme Court held that a donor lacked standing to enforce a restriction in a gift instrument to a university. Beginning in 1986, the Carl J. Herzog Foundation made various grants to the University of Bridgeport to provide need-based merit scholarships to disadvantaged students for medical-related education.

Specifically, the grants were used to provide scholarships to students in the university’s nursing program. On November 21, 1991, however, the foundation was informed the university had closed its nursing school. Moreover, the foundation alleged the university commingled the donor’s funds with its general funds and the funds were not used in accordance with the gift instrument, but instead were spent for general purposes.

However, the court held that the donor lacked standing to bring a suit to enforce the gift restriction. The court held that Connecticut law prevented a donor from suing to enforce his gift when the donor had already completed making the gift and the terms of the gift did not expressly reserve the donor’s right to sue.⁵⁷ Justice Andrew J. McDonald dissented strongly, arguing the Court’s decision was “simply an approval of a donee … ‘double crossing the donor,’ and doing it with impunity unless an elected attorney general does something about it.”

After Herzog, the Connecticut legislature amended state law, adopting the Uniform Trust Code and allowing for settlors or people the settlor designates to bring suit to enforce gift restrictions to charitable trusts.⁵⁸ While some commentators have stated this change has “supplanted” the Herzog decision, no case has yet applied it to a donor’s gift outside of the context of a charitable trust.⁵⁹

Delaware

Donor Intent Protections

Delaware has adopted much of the UPMIFA. Like the UPMIFA, Delaware law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.⁶⁰

Unlike the UPMIFA, however, Delaware has adopted a unique provision that authorizes charities to “take into account social, environmental or governance values” when managing an institutional fund, as long as these “values” clear the low bar of “align[ing]” with the institution’s charitable purposes.⁶¹ This provision has the effect of authorizing charities to seek out alignment of their investment policies with so-called ESG-aligned purposes even if those purposes are not expressly authorized by donors’ gifts and cause investment returns on endowment funds to decline.

Common ESG-related investment policies include divestment from oil and gas companies, which can cost funds significant returns.⁶² While ESG provisions concern how funds are invested and not the purpose of the gift, such provisions may affect gift agreements indirectly by reducing returns to principle, causing funds to expire sooner than intended.

Like other states, Delaware law also authorizes charities to seek court approval to lift donor gift restrictions, or void restrictions unilaterally if certain conditions are met.⁶³

Donor Standing

Delaware has not adopted a donor standing statute. For charitable trusts, in 2005, the state added a section to the Delaware Code creating standing for a settlor or a settlor’s designee.⁶⁴

The landmark 2007 case Robertson v. Princeton University concerned a donation to Princeton University in New Jersey and was litigated in New Jersey courts, but actually involved Delaware’s charitable trust laws.⁶⁵ Around 1960, Marie Robertson, heiress of the founder of the Great Atlantic & Pacific Tea Company, decided to donate 700,000 shares of her company stock to Princeton University to establish a graduate program at the Woodrow Wilson School of Public and International Affairs devoted to training students for careers in public service.

The gift was worth some $35 million. At the time, it was the largest contribution the university had ever received. The charitable foundation that resulted from the gift was organized as a nonprofit corporation under Delaware law.

In 2002, the Robertson family sued Princeton University, alleging Princeton had spent funds on programs that were inconsistent with the donor’s stated intent, including the vast bulk of the foundation’s budget, which was spent on non-mission related research, administrative costs, and the University’s overhead costs.

The case was ultimately settled, with Princeton paying nearly $100 million total to the Robertsons. The lead plaintiff in the suit, William Robertson, issued a statement calling the settlement “a message to nonprofit organizations of all kinds throughout our country that donors expect them to abide by the terms of the designated gifts or suffer the consequences.”

Prior to the settlement, a New Jersey court held that the Robertson family had standing to enforce their interests because members of the family were named trustees of the foundation. However, this does not mean donors or their heirs have standing to sue, only that they do when the donor or her heirs are also trustees of the charity in question. This is only applicable to a small subset of charities and will not affect most donors.

District of Columbia

Donor Intent Protections

The District of Columbia has adopted much of the UPMIFA. Like the UPMIFA, District of Columbia law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.⁶⁶ District of Columbia law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.⁶⁷

The District of Columbia has at least one provision that is a weaker protection of donor intent than the UPMIFA. District of Columbia allows charities to modify donor gift restrictions for funds of less than $50,000 (as opposed to the UPMIFA’s threshold of $25,000).⁶⁸

Donor Standing

The District of Columbia does not have a statute that creates donor standing. For charitable trusts, the District of Columbia authorizes settlor standing.⁶⁹ ⁷⁰ While the District of Columbia lacks a statute that confers donor standing, its courts may allow standing under limited circumstances. Specifically, District of Columbia case law authorizes standing for individuals who have a “special interest” in the enforcement of charitable gifts, which might include some donors. In the 2015 case, Family Federation for World Peace v. Hyun Jin Moon, the D.C. Court of Appeals found that former directors of a charitable corporation that was “akin to a charitable trust” and a successor in interest to a trust settlor met the special-interest requirement.⁷¹

While the court reiterated the general rule that “only a public officer, usually the state attorney general, has standing to bring an action to enforce the terms of the trust,” the court said the special-interest exception to this rule applied because the directors and successor had interests that were “distinguishable from that of the public at large.” Some donors may be able to meet this exception, but the court emphasized that the exception is “uncertain in scope.” Regardless, District of Columbia courts will apply it only on a case-by-case basis.

Florida

Donor Intent Protections

Florida has adopted much of the UPMIFA. Like the UPMIFA, Florida law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.⁷² State law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.⁷³

Florida is weaker on donor intent protection than the UPMIFA in at least two key provisions.

While Florida mirrors UPMIFA in requiring that any application of cy pres modification to an institutional fund not occur until at least twenty years after its creation, Florida does not impose the same timing requirement for deviation proceedings.⁷⁴ Florida is also less protective of donor intent than the UPMIFA in allowing charities to unilaterally modify funds of less than $50,000.

Donor Standing

Florida has not adopted a donor standing statute. For charitable trusts, Florida has adopted the Uniform Trust Code which authorizes settlor standing to trustees, beneficiaries, and “any interested person.”⁷⁵ ⁷⁶

A nonprofit corporation’s actions may only be challenged in a proceeding by a member of the corporation or by the attorney general.⁷⁷ Florida courts have been reluctant to find that ordinary charitable gifts have created charitable trusts. In the 1999 case Persan v. Life Concepts, Inc., Florida’s Fifth District Court of Appeal rejected an argument that donating land and other funds for use as homes for disadvantaged adults created a charitable trust.⁷⁸

In that case, donors contributed property and funds to a charity for the construction of homes for disadvantaged adults. When the charity later decided to close the homes, disadvantaged adults who benefited from the charitable gifts brought suit, claiming they were beneficiaries of a charitable trust created by the donors’ gifts.

The court rejected these arguments and held that donations by members of the public to the charitable corporation did not create a charitable trust.

The court explained that “making a gift to a charity for a specific project or purpose does not create a charitable trust,” and for courts “to suggest that it does would create havoc for charitable institutions.” The court also found the donors lacked the necessary intent to create a trust. Rather, the donors had made general-purpose gifts which could be used by the charity for purposes consistent with its charter. Accordingly, the court dismissed the suit.

A much older Florida case further casts doubt on donor standing. In the 1953 case, West Coast Hospital Association v. Hoare, the Florida Supreme Court held that making donations cannot alone confer donor standing.⁷⁹ In that case, a physician had made and pledged contributions to the building fund of the West Coast Hospital Association, a charitable corporation that owned and operated a hospital at which the physician maintained practicing privileges.

When the hospital terminated those privileges, the physician sued, arguing that his financial contributions to the hospital “not only makes him a member of the corporation but gives him some kind of a special right, or privilege” to enforce one of the purposes of contributions, namely, to allow him to practice at the hospital. The court, however, rejected this argument, holding instead that the fact “one has made contributions to [the] [charitable] corporation gives him no special or vested right” in challenging the corporation’s management. Accordingly, donations alone do not likely confer standing in Florida.⁸⁰

Georgia

Donor Intent Protections

Georgia has adopted much of the UPMIFA. Like the UPMIFA, Georgia law requires charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.⁸¹ Georgia law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.⁸²

Georgia has weaker protections of donor intent than the UPMIFA in some key provisions.

Georgia law’s standard of conduct for the management of charitable funds has unique exceptions to the duty of reasonable management for “special circumstances,” which include when an asset has a “special relationship” to charitable purposes or to a donor, such as an asset a donor wishes the charity to not sell absent some special need.⁸³ This gives some charities greater latitude in the management of charitable funds. Georgia law also allows charities to unilaterally modify funds with less than $100,000 in assets, which is less protective than the UPMIFA’s $25,000 threshold.⁸⁴

Donor Standing

Georgia has not adopted a donor standing statute, and Georgia courts have generally rejected donor standing.

Like most states, by statute Georgia confers standing to enforce charitable gifts on the attorney general. In the 2001 case Warren v. Board of Regents, donors were unsuccessful in obtaining standing based on their assertion that the attorney general, who also represented the University of Georgia Board of Regents (the defendant in the case) had a conflict of interest.⁸⁵

The court also seemed to rule out the availability of donor standing in general, saying “[T]he fact that they contributed money to the trust does not confer upon plaintiffs any ‘special interest’ in the enforcement of the trust that the attorney general cannot adequately represent.”

As to the attorney general’s potential conflict of interest that would stem from already representing the university, the court concluded “the remedy for a conflict of interest is to involve the district attorney or appoint a special assistant attorney general” but nonetheless “[s]uch a conflict certainly would not mandate that persons with no ‘special interest’ (such as plaintiffs here) be granted standing to enforce a charitable trust.”

For charitable trusts, Georgia has not adopted the Uniform Trust Code, but still expressly authorizes settlor standing.⁸⁶ Georgia law also allows the settlor the ability to retain the power to select charitable purposes even after the trust has been created.⁸⁷

Hawaii

Donor Intent Protections

Hawaii has adopted much of the UPMIFA. Like the UPMIFA, Hawaii law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.⁸⁸ State law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.⁸⁹

Hawaii law is less protective than the UPMIFA in at least one key respect. Hawaii law authorizes charities to unilaterally modify funds with less than $50,000 in assets via deviation proceedings and funds with less than $250,000 via cy pres modification proceedings, which is significantly less protective than the UPMIFA’s $25,000 threshold for modification and deviation.⁹⁰

Hawaii courts addressed the state’s cy pres doctrine most recently in 2011, when the Hawaii Intermediate Court of Appeals employed cy pres to modify a charitable trust. The case, In re Elizabeth J.K.L. Lucas Charitable Gift, concerned a gift by which a donor gave land to the Hawaii Humane Society for use as a “flora and fauna” preserve for the public.⁹¹ After receiving the land, and after the donor passed away, the humane society made numerous attempts to plan a feasible use for the land in furtherance of the deed restrictions, but was unable to.

The humane society then attempted to sell the land and utilize the proceeds of the sale to fund the humane society’s educational programs.

The court found this change in the donor’s gift “closely conform[ed]” to the donor’s “original purpose” because the donor’s ultimate intent was that the nature preserve would be used “as an educational experience for the public.” The court speculated that the humane society’s proposed sale accomplished the donor’s “probable wishes” regarding the use of the land and granted the modification.

In addition to providing an example of the kind of modification to a donor’s gift that Hawaii courts consider acceptable, In re Elizabeth J.K.L. Lucas Charitable Gift also elaborated on other aspects of Hawaii’s donor intent protections.

First, the court commented that in Hawaii, cy pres is only applicable to charitable trusts. This dicta—the legal term for a court’s commentary that is not necessary to deciding the case before—may suggest Hawaii would not apply cy pres to modify gift restrictions made to nonprofit corporations, since nonprofit corporations are not charitable trusts and gifts to nonprofit corporations do not ordinarily establish charitable trusts.

Second, the court elaborated that where cy pres does apply, in order to modify gift restrictions, it is not necessary that the donor’s intent be impossible to achieve, only that it be “impracticable.” As it related to the case, the humane society had only shown the donor’s intended use (using the land as a nature preserve) would be costly; not that doing so was impossible. Nonetheless, the court applied cy pres and modified the restriction.

Third, the court said, when modifying donor restrictions under cy pres, funds may be “divert[ed] … to another use in the ‘same generally contemplated field,” rather than the same specific purpose the donor intended. When deciding how to change the donor’s restriction, the Court said courts and charities should assume donors “would tend to prefer those [uses] most beneficial to their communities” rather than uses based on the donor’s privately intended benefit. Together, these guidelines suggest Hawaii courts may allow charities to stray from donor intent liberally.

Donor Standing

Hawaii has not adopted a statute creating donor standing. For charitable trusts, Hawaii has adopted the Uniform Trust Code and authorizes settlor standing.⁹² Hawaii courts have not applied these laws directly in any recent cases.

Idaho

Donor Intent Protections

Idaho has adopted much of the UPMIFA. Like the UPMIFA, Idaho law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.⁹³ Idaho law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.⁹⁴

Idaho has weaker donor intent protection than the UPMIFA in at least one material provision. Idaho allows modification to be made to funds ten years after their creation, which is less time than the UPMIFA’s twenty-year standard.⁹⁵

Idaho recently expanded its attorney general’s power over charities. In 2020, the Idaho Charitable Assets Protection Act took effect, expanding the attorney general’s jurisdiction to sue officers for misconduct and allowing the attorney general to sue to prevent a charity from giving its charitable assets to a charity with a different charitable purpose.⁹⁶

Donor Standing

Idaho has not adopted a donor standing statute. For charitable trusts, Idaho has not adopted the Uniform Trust Code and lacks an express settlor standing provision.

Illinois

Donor Intent Protections

Illinois has adopted much of the UPMIFA. Like the UPMIFA, Illinois law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.⁹⁷ State law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.⁹⁸

Illinois law is less protective of donor intent than the UPMIFA in at least one key provision. Illinois law authorizes charities to unilaterally modify funds with less than $50,000 in assets via both deviation and cy pres modification proceedings, which is less protective than the UPMIFA’s $25,000 threshold.⁹⁹

Donor Standing

Illinois has not adopted a donor standing statute, and state courts have repeatedly denied donors standing to enforce gift purposes.

In a relevant case, Illinois courts held that donors making unrestricted contributions to a charitable hospital have no standing to challenge the sale of the hospital to another nonprofit entity.¹⁰⁰ In Skokie Valley Professional Building, Inc. v. Skokie Valley Commission, the Illinois Court of Appeals denied standing to a donor who alleged ultra vires acts, self-dealing, and breach of fiduciary duty against a hospital and its directors.¹⁰¹ And in 2011, the federal district court for the Northern District of Illinois conclusively said “[D]onating money to a charitable fund does not confer standing to challenge the administration of that fund.”¹⁰²

For charitable trusts, Illinois has adopted the Uniform Trust Code and authorizes settlor standing.¹⁰³

Indiana

Donor Intent Protections

Indiana has adopted much of the UPMIFA. However, Indiana breaks with the UPMIFA in a fundamental way. Unlike the UPMIFA, which requires gifts be managed “subject to the intent of a donor,” Indiana law allows charities to merely “consider” donor intent when managing gifts.¹⁰⁴ This demotes donor intent from an overriding consideration to one consideration among several. State law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.¹⁰⁵

Indiana courts have applied the doctrine of deviation to at least one donor case involving higher education. The case, Sendak v. Trustees of Purdue University, involved a donor’s gift to create a fund to provide financial aid to undergraduate students at Purdue University.¹⁰⁶ The donor provided the gift with the restriction that assistance be made only to students in their third year of college or higher, among other restrictions. Exercising its ability to modify the gift under Indiana law, Purdue University petitioned an Indiana court to eliminate the restrictions on the gift because they provided “comparative[ly] little aid to needy students,” and instead requested to commingle it with the university’s unrestricted general funds for student financial assistance.

The court approved the modification, reasoning it would be consistent with the donor’s “desired purpose” for the gift because it would provide more students with financial assistance.

Indiana courts have also excused donees from complying with a donor’s conditions on a gift if the donee’s conduct has “amounted to substantial compliance” with those conditions. For example, if a city managed a park the donor gave to the city on the condition it be managed by a pre-selected park commission.¹⁰⁷

Donor Standing

Indiana has not adopted a donor standing statute. For charitable trusts, Indiana has not adopted the Uniform Trust Code and lacks an express settlor standing provision. However, Indiana’s trust code allows settlors “or any other person having an interest in the administration or the benefits of the trust” to sue for an accounting of trust property and for interested parties to reform the trust.¹⁰⁸

Indiana courts have not recently applied its donor protection laws to a specific case. However, the Indiana attorney general has recently argued that, under Indiana law, former faculty members and a benefactor of Valparaiso University’s art museum lack standing to stop its planned sale of several paintings.¹⁰⁹

Iowa

Donor Intent Protections

lowa has adopted much of the UPMIFA. Like the UPMIFA, Iowa law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.¹¹⁰ Iowa law also authorizes charities to seek court approval to lift donor gift restrictions, or void restrictions unilaterally if certain conditions are met.¹¹¹ However, unlike the UPMIFA, lowa law requires that donors include additional language in a gift agreement to protect donor rights.¹¹²

Donor Standing

lowa has adopted an express donor standing statute. lowa law has incorporated the earlier draft of the UPMIFA that included donor standing to enforce the purposes of a gift. However, standing is limited to donors who have given, in aggregate, more than $100,000 to the donee.¹¹³ For charitable trusts, Iowa has also adopted settlor standing.¹¹⁴ Iowa courts have not recently applied its donor protection laws to a specific case.

Kansas

Donor Intent Protections

Kansas has adopted much of the UPMIFA. Like the UPMIFA, Kansas law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.¹¹⁵ Kansas law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.¹¹⁶

Kansas law is also weaker than the UPMIFA in that it allows for unilateral modification of funds of less than $50,000, while the UPMIFA limits such modification to funds of $25,000 or less.

Donor Standing

Kansas has adopted a donor standing statute. Enacted in July 2023, the Kansas Donor Intent Protection Act grants standing to a donor, or the donor’s legal representative, to bring a suit to enforce gift restrictions within two years after discovery of the violation for breach of an agreement, but not more than forty years after the date of the endowment agreement.¹¹⁷ For charitable trusts, Kansas has also adopted the Uniform Trust Code and authorizes settlor standing.¹¹⁸ Kansas courts have not recently applied its donor protection laws to a specific case.

Kentucky

Donor Intent Protections

Kentucky has adopted much of the UPMIFA. Like the UPMIFA, Kentucky law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.¹¹⁹ Kentucky law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.¹²⁰

Kentucky law is weaker than the UPMIFA in that it allows for unilateral modification of funds of less than $50,000,¹²¹ while the UPMIFA limits such modification to funds of $25,000 or less.

Donor Standing

Kentucky has not adopted a donor standing statute. However, a federal district court applying Kentucky law recently construed a gift restriction as a contractual term that was enforceable by the donor. In Register v. Nature Conservancy,¹²² the federal district court for the Eastern District of Kentucky considered whether a volunteer to a nature conservancy who donated funds for a park could enforce his gift’s purpose when the conservancy sold the property and used the proceeds for other purposes.

In 2002, Layton Register, a longtime volunteer with The Nature Conservancy who was previously given an award for “volunteer of the year,” donated $1 million to be used to purchase and manage as a conservancy a farm that was “the best and most intact example of a bur oak, blue ash savannah in the inner Bluegrass.” The Nature Conservancy purchased the property but eventually sold its property interest for $1.38 million without converting it to a conservancy. The Nature Conservancy deposited the proceeds and used some portions to pay off a land debt on another project.

Register sued, alleging his donation created a contract that The Nature Conservancy breached. The Nature Conservancy argued Register lacked standing because his gift did not create an enforceable contract. The court held otherwise, reasoning that the available evidence surrounding the donation proved the gift was restricted to Register’s specific donative intent. As a result, Register had standing to pursue his claim against The Nature Conservancy. This case shows how donors may be able to construe their gifts as enforceable contracts. Nonetheless, without a donor standing law, donor standing is not guaranteed.

For charitable trusts, Kentucky has adopted the Uniform Trust Code and authorizes settlor standing.¹²³

Louisiana

Donor Intent Protections

Louisiana has adopted much of the UPMIFA. Like the UPMIFA, Louisiana law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.¹²⁴ State law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.¹²⁵

Louisiana law is weaker than the UPMIFA in that it allows for unilateral modification of funds of less than $100,000, while the UPMIFA limits such modification to funds of $25,000 or less. However, Louisiana provides stronger protection of donor intent than the UPMIFA in that it requires charities to notify donors of any charity-initiated modifications to donors’ gift restrictions, unlike the UPMIFA, which only requires notice be given to the attorney general.¹²⁶

Donor Standing

Louisiana has not adopted a donor standing statute. However, in a prominent case, the Louisiana Supreme Court has held donors and their heirs have standing to enforce gift restrictions. In the 2008 case Howard v. Administrators of the Tulane Educational Fund,¹²⁷ two heirs of 1886 Tulane donor Josephine Louise Newcomb sued to enforce the Newcomb gift’s restriction that the university fund a standalone women’s college at Tulane. From 1886 to 1901, Newcomb contributed over $3.6 million to create the Sophie Newcomb College in Tulane University to advance “the cause of female education in Louisiana.”

The gift, worth approximately $75 million in today’s dollars, established the first separate college for women in a university in the United States. After Tulane temporarily closed during and after Hurricane Katrina in 2005, its trustees voted to close Newcomb College and allocate its endowment to the “Newcomb College Institute at Tulane.” Two of Newcomb’s heirs sued Tulane to enforce Newcomb’s intent in maintaining a separate women’s college.

The key issue under Louisiana law was whether the heirs had standing to sue. The district court first dismissed the heirs’ lawsuit, holding they had no standing to enforce the gift’s restrictions, and the Louisiana Fourth Circuit Court affirmed. However, the Louisiana Supreme Court reversed this decision and held that the heirs had standing to enforce the original gift’s terms. The Supreme Court explained that under Louisiana law, donors possess “the right to revoke or dissolve a donation for nonperformance of conditions imposed” on the recipient.

This right comes because Louisiana law considers an “onerous donation,” or a gift that comes with conditions, to be akin to a contract. Since the original donor, Newcomb, would have had standing to sue to enforce her gift’s terms, the Court reasoned, it followed that Newcomb’s heirs would have standing as well.¹²⁸ For charitable trusts, Louisiana has not adopted the Uniform Trust Code and lacks an express settlor standing provision. The Louisiana trust code allows the settlor standing to modify a trust only if the settlor expressly reserves the right to do so.¹²⁹

Maine

Donor Intent Protections

Maine has adopted much of the UPMIFA. Like the UPMIFA, Maine law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.¹³⁰ Maine law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.¹³¹

Maine law differs from the UPMIFA’s donor intent protections in the relatively minor respect that its asset-size threshold under which charities may unilaterally modify donor gift restrictions within institutional funds is indexed to inflation, and so expands over time.

Donor Standing

Maine has not adopted a donor standing statute, and Maine courts have not recently applied its donor protection laws to a specific case. For charitable trusts, Maine has adopted the Uniform Trust Code and authorizes settlor standing.¹³²

Maryland

Donor Intent Protections

Maryland has adopted much of the UPMIFA. Like the UPMIFA, Maryland law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.¹³³ Maryland law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.¹³⁴

Maryland law is weaker than the UPMIFA in that it allows for unilateral modification of funds of less than $50,000, while the UPMIFA limits such modification to funds of $25,000 or less.¹³⁵

Finally, Maryland law restricts a commonly used donor intent protection gift restriction. Donors often include a “gift over” provision in a gift agreement that provides for the transfer of the gift to an alternate one if the original one violates a condition on the gift. If the “gift over” provision fails because it is contrary to “public policy,” Maryland law allows the original one to keep the gift.¹³⁶

Donor Standing

Maryland has not adopted a donor standing statute. Maryland courts have also rejected donor standing in general. The Court of Appeals of Maryland has suggested that “an action for the protection of general donors or public beneficiaries ordinarily should be brought by the attorney general.”¹³⁷ For charitable trusts, while Maryland law does not clearly provide for settlor standing, courts in Maryland have allowed settlors of charitable trusts to sue to enforce certain terms of their gifts. Maryland’s non-uniform version of the Uniform Trust Code provides that “courts of equity have full jurisdiction to enforce trusts for charitable purposes upon suit of the state by the attorney general or suit of any person having an interest in enforcement of the trust.”¹³⁸

The federal district court for the District of Maryland has held that donors have standing to petition the court to assume jurisdiction over a charitable trust based on the failure of the trust to use funds for their intended purposes.¹³⁹

Massachusetts

Donor Intent Protections

Massachusetts has adopted much of the UPMIFA but has significantly weaker donor intent protections. Like the UPMIFA, Massachusetts law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.¹⁴⁰ Massachusetts law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.¹⁴¹

Massachusetts law is significantly weaker than the UPMIFA in that it allows charities to unilaterally modify donor gift restrictions with no minimum timing requirement and with no asset-size limitation. In other words, under Massachusetts law, a charity can unilaterally modify donor gift restrictions for a fund of any size at any time after the fund has been established. This is unlike the UPMIFA, which limits such modifications to funds of under $25,000 in assets and not until after twenty years have passed since their creation.

A prominent example of a dispute over donor intent in Massachusetts involved a gift by Boston philanthropist David Mugar to Boston University.¹⁴² In 1993, Mugar contributed $3 million to Boston University for the purpose of renovating the Mugar Memorial Library, which was named for his grandparents in recognition of a previous gift from the Mugar family. However, by 2000, the university had not completed the proposed renovations. When Mugar inquired about their status, the university reportedly stated the renovations were no longer necessary.

Mugar then demanded the return of the donation and threatened to file suit if the university did not comply. In response, the university proposed alternative uses for the gift, which Mugar rejected. Mugar also rejected the university’s offer to provide name recognition instead of returning the donation. Discussions between Mugar and the university became increasingly hostile. Mugar settled with the university in 2002, allowing it to redirect the contribution to two charities, selected by Mugar, that were unaffiliated with Boston University.

Donor Standing

Massachusetts has not adopted a donor standing statute, and Massachusetts courts have commented disfavorably
upon donor standing. The Supreme Judicial Court of Massachusetts (the state’s highest appellate court) has said
“[i]t is the exclusive function of the attorney general to correct abuses in the administration of a public charity” and “the legislature has determined that the attorney general is responsible for ensuring that … charitable funds are used in accordance with the donor’s wishes.”¹⁴³ ¹⁴⁴

One Massachusetts court also rejected a claim for donor standing in 2017, reiterating the Supreme Judicial Court’s rule and further explaining that donors have “the same interest as the general public” in ensuring a charity’s purposes are lawfully executed.¹⁴⁵ These decisions cast doubt on donors’ ability to successfully argue for standing in Massachusetts.

For charitable trusts, Massachusetts law authorizes settlor standing.¹⁴⁶

Michigan

Donor Intent Protections

Michigan has adopted much of the UPMIFA and does not differ with its donor intent provisions in any material respect. Like the UPMIFA, Michigan law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.¹⁴⁷ Michigan law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.¹⁴⁸

Donor Standing

Michigan has not adopted a donor standing statute, and state courts have regularly rejected donor standing.

For example, in the 2005 case Prentis Family Foundation v. Barbara Ann Karmanos Cancer Research Institute, the Michigan Court of Appeals rejected donor standing even when considering a gift as a contract.¹⁴⁹ In that case, a donor created a $1.5 million endowment fund for a health care research center on the condition it would be renamed the “Mayer L. Prentis Comprehensive Cancer Center of Metro Detroit.”

After the center later merged with another foundation and adopted the merging foundation’s name, the donor sued to enforce its naming condition. The court first considered the donor’s claim under charitable trust law and rejected donor standing, saying only the state’s attorney general or a party with a special interest had standing to enforce the gift. The court then considered the gift as a contract and rejected donor standing there as well.

Unlike a contract, the court held the gift was not binding because the center’s renaming was made “in recognition of” and “appreciation to” the donor gift and reflected a gratuity, rather than “in consideration of” the donor’s gift reflecting a binding agreement. This case suggests Michigan courts may require that gifts be specific and precise in their wording to consider granting donors standing to sue. Michigan courts have also rejected donor standing in at least one other case.¹⁵⁰

In 2010, Michigan adopted a version of Uniform Trust Code’s settlor standing rule, which calls into question the precedential value of its prior cases as to charitable trusts, while not for donors to charities in general.¹⁵¹ However, Michigan’s settlor standing rule excludes any heirs, legatees, or assignees, further limiting the availability of donor standing.¹⁵²

Minnesota

Donor Intent Protections

Minnesota has adopted much of the UPMIFA. Like the UPMIFA, Minnesota law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.¹⁵³ State law also authorizes charities to seek court approval to lift donor gift restrictions, or void restrictions unilaterally if certain conditions are met.¹⁵⁴

Minnesota law is weaker than the UPMIFA in that it allows for unilateral modification of funds of less than $50,000, while the UPMIFA limits such modification to funds of $25,000 or less. Minnesota’s version of the UPMIFA also has unique provisions that direct courts to “liberally construe” charitable trusts when carrying out donor intent and allows for deviation from donor gift restrictions to “accomplish the general purposes of the instrument.”¹⁵⁵

Donor Standing

Minnesota has not adopted a donor standing statute and Minnesota courts have recently rejected a theory of donor standing. For charitable trusts, while Minnesota has adopted most of the Uniform Trust Code, it has expressly declined to adopt the provision of the Uniform Trust Code authorizing settlor standing.

In 2019, the Court of Appeals of Minnesota decided Matter of Lindmark Endowment for Corporate-Business Ethics Fund, which raised the issue of donor standing.¹⁵⁶ As part of the settlement of another suit, in 2004 the American Express Company was ordered to pay $50,000 to Saint John’s University on behalf of Roger Lindmark “to be used to fund programs and activities in the field of corporate-business ethics.” The gift would create a summer research fellowship position for Saint John’s students.

In 2017, Lindmark sent a letter to the Saint John’s president criticizing the school’s administration of the endowment. Specifically, Lindmark said SJU had failed to “monitor and supervise the student fellows” in the Lindmark Fellowship in Ethics program “and administer the program.” In 2018, Saint John’s exercised its ability to modify charitable gift restrictions under the Minnesota UPMIFA and petitioned a Minnesota court confirming that its administration of the gift was proper.

The Court of Appeals held that Lindmark’s gift was not an enforceable contract, and therefore Lindmark lacked standing to sue as a donor. The court further declared that “Minnesota does not make an automatic exception for donors when applying the general rule that only the attorney general can enforce charitable gifts or trusts.” As a result, Lindmark had no ability to enforce his gift restriction. Donor standing is doubtful in Minnesota.

Mississippi

Donor Intent Protections

Mississippi has adopted much of the UPMIFA but has significantly weaker donor intent protections. Like the UPMIFA, Mississippi law requires charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.¹⁵⁷ State law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.¹⁵⁸ Mississippi law is significantly weaker than the UPMIFA in that it allows for charities to unilaterally modify donor gift restrictions with no minimum timing requirement and with no asset-size limitation.¹⁵⁹

In other words, under Mississippi law, a charity can unilaterally modify donor gift restrictions for a fund of any size at any time after the fund has been established. This is unlike the UPMIFA, which limits such modifications to funds of under $25,000 in assets and not until after twenty years have passed since their creation. Moreover, unlike the UPMIFA, Mississippi law does not require charities to notify the attorney general upon modification of donor gift restrictions.

Donor Standing

Mississippi has not adopted a donor standing statute. For charitable trusts, Mississippi law has adopted the Uniform Trust Code and authorizes settlor standing.¹⁶⁰

However, in a 2005 decision, the Supreme Court of Mississippi emphasized that charitable corporations are protected from challenges to their use of gifts to a greater extent than charitable trusts. While rejecting the standing claims of city residents against a nonprofit corporation, the court explained that “unlike a trust, a charitable corporation is spawned as an independent entity possessing free will to the extent provided by its own articles of incorporation.”¹⁶¹

Unlike a charitable trust, which is bound to the “specific intentions of its settlor,” the court explained, charitable corporations “remain autonomous unto themselves in maintaining and perpetuating the nature and classification of [charitable] purpose.” Thus, city residents lacked standing against a nonprofit corporation because they had only a “tenuous public interest,” not a private interest that could confer standing.

This commentary suggests that charitable donors to nonprofit corporations in Mississippi must show private interests in their gifts separate from the general public interest in order to make an argument for donor standing.

Missouri

Donor Intent Protections

Missouri has adopted much of the UPMIFA. Like the UPMIFA, Missouri law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.¹⁶² State law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.¹⁶³

Missouri law retains some important differences from the UPMIFA that are less protective of donor intent.

Missouri law allows charitable institutions to release or modify donor restrictions that they deem “impracticable” after only ten years have passed since the relevant institutional fund was created, and if the fund has less than $50,000 in value.¹⁶⁴

These are weaker protections of donor intent than the UPMIFA, which limits such modifications to endowment funds of $25,000 or less and prohibits modifications from being made until twenty years after the endowment fund to which the gift was made was established.

A recent prominent example of a donee disregarding donor intent in Missouri involved a 2019 lawsuit by Hillsdale College against the University of Missouri, which alleged the university misspent funds donated by a deceased alumnus to promote the teaching of free market economics. Hillsdale stood to recover the funds because the gift agreement said Missouri would forfeit the gift to Hillsdale if it failed to honor the agreement. There was no “donor standing” issue in the case because Hillsdale sued as a beneficiary of the gift.

Sherlock Hibbs, a graduate of the University of Missouri who died in 2002, left a $5 million bequest to create faculty chairs for professors dedicated to the teaching of free market economics. In his will, Hibbs gave Hillsdale College the authority to monitor the appointments of professors hired with the funds, with the proviso that the funds would revert to the college if the University of Missouri did not allocate them as directed.

Hillsdale claimed the school had not appointed professors to those positions who met Hibbs’ criteria, instead spending funds to support professors who were not free market economists. After the Missouri Supreme Court ruled on the limited issue of which Missouri state district court had jurisdiction over the lawsuit, the parties settled, splitting the current value of the endowment fund roughly in half.¹⁶⁵

Missouri

Donor Standing

Missouri has not adopted a donor standing statute, and Missouri courts recently rejected a theory of donor standing. In the 2009 case Hardt v. Vitae Foundation, Inc.,¹⁶⁶ the Missouri Court of Appeals clearly rejected donor standing under Missouri law. The case involved the estate of Selma J. Hartke, out of which the executors had committed gifts of over $8 million to a foundation to fund an advertising campaign on behalf of pro-life causes in relevant media markets.

After the foundation told the estate executors the gifts were being used instead for administrative expenses, the executors filed a petition in Missouri court seeking to enforce their restrictions against the foundation, or otherwise receive a refund of the gift. The court held they lacked standing because Missouri law committed standing exclusively to the attorney general. While the court noted “there may be times when the attorney general does not sufficiently represent a donor’s interest,” it held that “has not been shown to be the case here” and dismissed the case.

In 2005, Missouri adopted the Uniform Trust Code, which specifically granted settlors of charitable trusts the ability to “maintain a proceeding to enforce the trust.”¹⁶⁷ However, this applies only to charitable trusts and not to other forms of charities, such as charitable corporations.

Montana

Donor Intent Protections

Montana has adopted much of the UPMIFA. Like the UPMIFA, Montana law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.¹⁶⁸ Montana law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.¹⁶⁹

Montana law allows charitable institutions to release or modify donor restrictions that they deem “impracticable” after only twelve years have passed since the relevant institutional fund was created.¹⁷⁰ This is a weaker protection of donor intent than the UPMIFA, which limits such modifications from being made until twenty years after the endowment fund to which the gift was made was established.

Donor Standing

Montana has not adopted a donor standing statute. For charitable trusts, Montana law authorizes settlor standing, as well as standing by another charitable organization expressly named in the trust to receive trust distributions.¹⁷¹ Montana courts have not recently applied its donor protection laws to a specific case.

Nebraska

Donor Intent Protections

Nebraska has adopted much of the UPMIFA. Like the UPMIFA, Nebraska law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.¹⁷² Nebraska law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.¹⁷³

Nebraska law is weaker than the UPMIFA in that it allows for unilateral modification of funds of less than $100,000, while the UPMIFA limits such modification to funds of $25,000 or less.

Donor Standing

Nebraska has not adopted a donor standing statute. For charitable trusts, Nebraska has adopted the Uniform Trust Code and authorizes settlor standing.¹⁷⁴ Nebraska courts have not recently applied its donor protection laws to a specific case.

Nevada

Donor Intent Protections

Nevada has adopted much of the UPMIFA and does not differ with its donor intent provisions in any material respect. Like the UPMIFA, Nevada law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.¹⁷⁵ Nevada law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.¹⁷⁶

Donor Standing

Nevada has not adopted a donor standing statute. For charitable trusts, Nevada has not adopted the Uniform Trust Code and lacks an express settlor standing provision. Moreover, Nevada law grants standing to trustees and beneficiaries to initiate certain modification proceedings, but not settlors.¹⁷⁷

While Nevada courts have not held specifically on the issue, the Supreme Court of Nevada commented in 2011 that “even if [a donor] restricted his charitable contribution to some specific use, it is not clear that he would have standing to enforce the restriction.”¹⁷⁸ The court cited cases from other states for the general rule that “only the attorney general had standing to enforce a charitable gift restriction.” This commentary leaves donor standing doubtful in Nevada.

New Hampshire

Donor Intent Protections

New Hampshire has adopted much of the UPMIFA. Like the UPMIFA, New Hampshire law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.¹⁷⁹ New Hampshire law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.¹⁸⁰

New Hampshire law includes a stronger protection of donor intent than the UPMIFA in that it precludes charities from unilaterally modifying donor gift restrictions until twenty-five years after the relevant endowment fund was established, compared to the UPMIFA’s twenty years. However, New Hampshire law is also weaker in that it allows charities to unilaterally modify gift restrictions for funds that are over $1 million in assets, in addition to the UPMIFA’s standard eligibility of funds with less than $25,000 in assets.

Donor Standing

New Hampshire has not adopted a donor standing statute. Although New Hampshire has adopted the Uniform Trust Code and authorized settlor standing, New Hampshire courts have narrowly construed standing to enforce charitable gifts.¹⁸¹ In a 2023 unanimous ruling, the New Hampshire Supreme Court held that the state’s UPMIFA did not give a donor’s estate standing, nor did the state’s “special interest” standing provision for charitable trusts. In the case, In re Robert T. Keeler Maintenance Fund for the Hanover Country Club at Dartmouth College, the court ruled that the estate of Robert T. Keeler did not have standing to challenge Dartmouth College’s request to modify the restrictions Keeler had set on his 2002 gift to the college.¹⁸²

At the time of his death in 2002, Keeler bequeathed to Dartmouth, according to his last will and testament, 50 percent of his residuary estate “for the sole purpose of upgrading and maintaining its golf course.”¹⁸³ However, the bequest stipulated that if the golf course “has been sufficiently upgraded and is being adequately maintained,” then any excess amounts would be distributed to the Robert T. Keeler Foundation.¹⁸⁴ In 2005, Keeler’s widow, then-executor of his estate, entered into a “Statement of Understanding” with Dartmouth, creating The Robert T. Keeler 1936 Maintenance Fund for the Hanover Country Club at Dartmouth College as a quasi-endowment with a bequest of $1.8 million, which was determined sufficient to “cover the cost of upgrading and maintaining the golf course.”

The endowment’s income was “restricted to support upgrades and maintenance of the golf course, including golf course facilities,” “consistent with Mr. Keeler’s wishes to support the golf course, so that future generations of Dartmouth students and members of the Dartmouth community may continue to enjoy the great game of golf at the course which he so loved.”¹⁸⁵ However, in July 2020 Dartmouth closed the Hanover Country Club and in August 2021 applied to the state to modify the restrictions on the use of Keeler’s maintenance fund to support the practice areas, activities, and storage areas of Dartmouth’s varsity golf teams and other golf related programs run by the college.¹⁸⁶

In October 2021, the Keeler estate moved to intervene in the matter, alleging that “by permanently closing the Hanover Country Club golf course, Dartmouth frustrated the purposes of the 2005 Statement of Understanding.”¹⁸⁷ The court denied the estate standing to intervene. First, the court looked at the New Hampshire UPMIFA and determined the UPMIFA “is silent concerning the issue of standing.” Then the court held that the estate also lacked “special interest” standing, or a judicially created standing law that allows some parties to join a suit if they have sufficient interest in the case.

The court reasoned that the state’s attorney general had the exclusive “statutory power and duty to represent the public in the enforcement and supervision of charitable trusts.”¹⁸⁸ The court also asserted that, under the UPMIFA, nonprofits seeking to modify gift purposes need not prove “that the donor had a general charitable intent.” Rather, the UPMIFA “presumes that the donor had such an [general] intent.” This ruling reaffirms the role of the attorney general in enforcing the terms of a charitable gift and could further expand the power of cy pres to approve a modification of donor intent under the UPMIFA. It also removes a potential protection for charitable trusts to seek legal recourse under “special interest” standing to enforce the terms of their own donor intent.

New Jersey

Donor Intent Protections

New Jersey has adopted much of the UPMIFA. Like the UPMIFA, New Jersey law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.¹⁸⁹ State law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.¹⁹⁰

New Jersey law is weaker than the UPMIFA in that it allows for unilateral modification of funds of less than $250,000, while the UPMIFA limits such modification to funds of $25,000 or less.

Donor Standing

New Jersey has not adopted a donor standing statute, and state courts have not recently addressed the question of donor standing. However, in a 2013 case, the Superior Court of New Jersey, Appellate Division construed a gift as a contract and allowed donors to sue for the return of funds. The case, Adler v. SAVE, a/k/a SAVE, A Friend
to Homeless Animals, involved a married couple’s donation to an animal shelter.¹⁹¹ Bernard and Jeanne Adler volunteered with the animal shelter, SAVE, and made financial contributions over several years before contributing $50,000 to the shelter to fund an expanded space to house dogs.

However, the shelter did not execute the planned expansion, and instead merged with another organization outside of the Adlers’ area. While there was no formal gift agreement, the court reviewed evidence such as an exchange of letters and communications acknowledging the gift and found that SAVE accepted the gift “conditioned upon fulfilling these material conditions.” Thus, the court held that the donors could sue to enforce their gift’s terms or receive a return of funds.

For charitable trusts, New Jersey has adopted a version of the Uniform Trust Code that provides that “[a] proceeding to enforce a charitable trust may be brought by the settlor, by the attorney general, by the trust’s beneficiaries or by other persons who have standing.”¹⁹²

New Mexico

Donor Intent Protections

New Mexico has adopted much of the UPMIFA and does not differ with its donor intent provisions in any material respect. Like the UPMIFA, New Mexico law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.¹⁹³ State law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.¹⁹⁴

Donor Standing

New Mexico has not adopted a donor standing statute. For charitable trusts, New Mexico has adopted the Uniform Trust Code and authorizes settlor standing.¹⁹⁵ New Mexico courts have not recently applied its donor protection laws to a specific case.

New York

Donor Intent Protections

New York has adopted much of the UPMIFA. Like the UPMIFA, New York law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.¹⁹⁶ State law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.¹⁹⁷ New York law is weaker than the UPMIFA in that it allows for unilateral modification of funds of less than $100,000, while the UPMIFA limits such modification to funds of $25,000 or less.¹⁹⁸

Donor Standing

While New York lacks a statutory donor standing law, its courts have created donor standing under certain circumstances. The New York legislature has also created a requirement that charities notify donors of changes they make to donor gift restrictions.

New York courts have created donor standing under certain circumstances. In the prominent 2001 case Smithers v. St. Luke’s-Roosevelt Hospital Center, the New York State Appellate Division granted a donor’s heirs standing to enforce his gift restrictions.¹⁹⁹ The donor, R. Brinkley Smithers, was a recovered alcoholic who devoted the last decades of his life to the treatment of alcoholism.

In 1971, Smithers announced his intention to donate $10 million to the hospital for the establishment of an alcoholism treatment center.

Years after the gift was complete, Smithers passed away. His widow subsequently became concerned the hospital was not using the charitable gift consistent with his intent. She notified the attorney general, who became involved with the enforcement of the gift’s restrictions. Not satisfied with the attorney general’s vigilance, the widow sued to enforce the restrictions.

The court noted that New York statutes rested standing to enforce donor gift restrictions with the attorney general for both charitable trusts and absolute gifts. However, the court also held that the donor had standing as well, stating, “[T]he donor of a charitable gift is in a better position than the attorney general to be vigilant and, if he or she is so inclined, to enforce his or her own intent.”

Following the decision in Smithers, the New York legislature considered granting standing to donors to sue for enforcement of a gift restriction, but only upon notice to the attorney general. While no express donor standing statute was ultimately enacted, Smithers remains law in New York, and New York’s version of the UPMIFA requires that any modification proceeding allow both the attorney general and the donor to be heard.²⁰⁰ ²⁰¹ However, New York courts have subsequently limited donor standing under Smithers to the donor or the donor’s personal representative and not the donor’s heirs or descendants.²⁰²

North Carolina

Donor Intent Protections

North Carolina has adopted much of the UPMIFA. Like the UPMIFA, North Carolina law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.²⁰³ State law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.²⁰⁴

North Carolina law retains some important differences from the UPMIFA that are less protective of donor intent. North Carolina law allows charitable institutions to release or modify donor restrictions they deem “impracticable” after only ten years have passed since the relevant institutional fund was created, and if the fund has less than $100,000 in value.²⁰⁵ These are weaker protections of donor intent than the UPMIFA, which limits such modifications to endowment funds of $25,000 or less and prohibits modifications from being made until twenty years after the endowment fund to which the gift was made was established.

Donor Standing

North Carolina has adopted a donor standing statute. North Carolina law provides standing to enforce a charitable gift to the donor, as well as the state’s attorney general, the district attorney, or any other interested party.²⁰⁶ Specifically, the statute authorizes these parties to “maintain a proceeding to enforce the gift, including … purposes for which the gift was intended.”

North Carolina’s version of the Uniform Trust Code also provides broad standing. The statute provides standing for the trust’s settlor, the attorney general, the district attorney, a beneficiary, or any other interested party.²⁰⁷ North Carolina courts have not recently applied its donor standing laws to a specific case.

North Dakota

Donor Intent Protections

North Dakota has adopted much of the UPMIFA and does not differ with its donor intent provisions in any material respect. Like the UPMIFA, North Dakota law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.²⁰⁸ State law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.²⁰⁹

Donor Standing

North Dakota has not adopted a donor standing statute. However, North Dakota allows district attorneys to sue to enforce charitable purposes as well as the attorney general.²¹⁰ For charitable trusts, North Dakota has adopted the Uniform Trust Code and authorizes settlor standing.²¹¹ North Dakota courts have not recently applied its donor protection laws to a specific case.

Ohio

Donor Intent Protections

Ohio has adopted much of the UPMIFA. Like the UPMIFA, Ohio law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.²¹² Ohio law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.²¹³

Ohio law retains some important differences from the UPMIFA that are less protective of donor intent.

Ohio law allows charitable institutions to release or modify donor restrictions they deem “impracticable” after only ten years have passed since the relevant institutional fund was created, and if the fund has less than $250,000 in value.²¹⁴ These are weaker protections of donor intent than the UPMIFA, which limits such modifications to endowment funds of $25,000 or less and prohibits modifications from being made until twenty years after the endowment fund to which the gift was made was established.

Unlike other states, Ohio’s version of the UPMIFA adds an “irrebuttable presumption of prudence” for endowment spending not greater than 5 percent of the fair market value of the fund (regardless of the fund’s performance).²¹⁵ This irrebuttable presumption has been abused in the past. For example, Ohio State University donor Michael Moritz created an endowment at the university’s law school to provide for thirty annual full tuition scholarships plus stipends.²¹⁶

Instead, the university only distributed twelve to sixteen funds each year.²¹⁷

Further, the endowment was significantly smaller than projections, as the university imposed a mixture of recession era changes and a 1.3 percent annual fee on the gift that wasn’t disclosed in the gift agreement, but rather tacked on quietly by the university without appropriate paperwork or discussion.²¹⁸ Because Moritz had since passed, the ability to enforce the original gift agreement as a contract was lost.²¹⁹

Donor Standing

Ohio has not adopted a donor standing statute. The Ohio legislature recently considered S.B. 135, a bill that proposed removing the “irrebuttable presumption of financial prudence” language and would provide standing to a donor or donor’s legal representatives to enforce an original gift agreement.²²⁰

While a version of S.B. 135 ultimately passed, university representatives applied pressure to scrap the entirety of the donor standing language.²²¹ Moritz’s son has created the “Honor Bound Initiative” to continue to pursue more robust donor protections for endowment gifts, but the problem of the “irrebuttable presumption of prudence” remains for charitable endowment spending in Ohio.

For charitable trusts, Ohio has adopted the Uniform Trust Code and authorizes settlor standing.²²²

Oklahoma

Donor Intent Protections

Oklahoma has adopted much of the UPMIFA and does not differ with its donor intent provisions in any material respect. Like the UPMIFA, Oklahoma law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.²²³ Oklahoma law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.²²⁴

Donor Standing

Oklahoma has not adopted a donor standing statute, but state courts have recently permitted a donor to have standing in a case where the donor alleged fraud by a charity. The 2012 case Troyal G. Brooks v. Integris Rural Health, Inc. involved country music star Garth Brooks, who donated $500,000 to the Integris Canadian Valley Regional Hospital in 2009.²²⁵ ²²⁶ Brooks testified he made this donation under an agreement with the hospital that a portion of the planned women’s center would be named after his late mother, Colleen Brooks, who passed away in 1999 from cancer.²²⁷

After the hospital reneged on its agreement to name a women’s center after Brooks’s late mother, he sued. The Oklahoma jury awarded Brooks his $500,000 donation as well as an additional $500,000 in punitive damages. The jury determined that the president of the hospital had acted “intentionally with malice” after a memo revealed he had told his staff, “We may not deny Garth access to the money. However, we can sure as hell make him work to get it back.”

For charitable trusts, Oklahoma law does not provide for any standing by statute.²²⁸

Oregon

Donor Intent Protections

Oregon has adopted much of the UPMIFA and does not differ with its donor intent provisions in any material respect. Like the UPMIFA, Oregon law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.²²⁹ Oregon law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.²³⁰

Donor Standing

Oregon has not adopted a donor standing statute. Oregon state courts have not recently applied its donor protection laws to a specific case. For charitable trusts, Oregon has adopted a version of the Uniform Trust Code that authorizes settlor standing and standing by any “other persons authorized by law or the trust instrument.”²³¹

Pennsylvania

Donor Intent Protections

Pennsylvania is the only state that has not adopted the UPMIFA, and its protections of donor intent are weaker than the UPMIFA. State law does not make the management of charitable assets subject to restrictions based on donor intent, instead only requiring reasonable care.²³² Pennsylvania law authorizes both cy pres and deviation doctrines to charities.²³³ State law also imposes no time or asset size limitation on the ability of charities to modify donor gift restrictions.²³⁴

Donor Standing

Pennsylvania has not adopted a donor standing statute, and state courts have rejected donor standing in general. In the 2014 case In re Foundation for Anglican Christian Tradition, the Commonwealth Court of Pennsylvania held that donors lacked standing to enforce gift restrictions. In that case, plaintiff David Rawson donated funds to a foundation “for the purpose of supporting biblical and traditional Anglican Christian principles” at a Pennsylvania church. Foundation funds were then used to purchase property adjoining the church, in exchange for a note and mortgage on the church’s property.

Rawson subsequently demanded the note be amended to guarantee the church would continue to follow the precepts of the foundation, including by adding a term to the note that would hold the church in default if a majority of the members of the church’s vestry were removed. Ultimately, the foundation and the church did not amend the note, the church removed its vestry members, and the foundation declared the mortgage void.

The church then agreed to sell the property to another buyer. Rawson petitioned a Pennsylvania court to enjoin the foundation and the church from using the gift. The court first decided Rawson’s gift did not create a charitable trust because it did not impose any specific restrictions on the foundation or reserve Rawson’s rights. Once the court decided Rawson’s gift was an unrestricted gift rather than a charitable trust, it held that “Rawson’s status as a donor is insufficient to confer on him authority to enforce” the gift’s purported terms.

The Pennsylvania court in the Anglican Christian Tradition case also cited as support for its decision one of the
cases involved in higher-profile litigation concerning the Barnes Art Collection, which Philanthropy Roundtable and others have covered widely.²³⁵ Philadelphia entrepreneur and philanthropist Albert C. Barnes developed one of the most valuable art collections in the world, and expressly left the collection to be used for educational purposes “hosted outside the city by an educational institution and enjoyed by small groups of students passionate about art theory and members of the working class eager to learn.”²³⁶

Despite Barnes’s clear intentions, in litigation spanning over two decades, Pennsylvania courts have allowed the Barnes Art Collection to be moved to the city of Philadelphia and made available to the public, among other significant changes. Courts have denied standing to students affiliated with the Barnes collection, former associates of Barnes, and various other groups seeking to block the changes to the collection against Barnes’s intention.²³⁷

For charitable trusts, Pennsylvania has adopted a version of the Uniform Trust Code that authorizes settlor standing during the settlor’s lifetime and standing for any charitable organization expressly named in the trust instrument to receive distributions from the trust.²³⁸

Rhode Island

Donor Intent Protections

Rhode Island has adopted much of the UPMIFA and does not differ with its donor intent provisions in any material respect. Like the UPMIFA, state law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.²³⁹ Rhode Island law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.²⁴⁰

Donor Standing

Rhode Island has not adopted a donor standing statute. For charitable trusts, Rhode Island has not adopted the Uniform Trust Code, lacks a settlor standing provision, and seems to grant exclusive standing for enforcement actions to the attorney general.²⁴¹ Rhode Island courts have not recently applied its donor protection laws to a specific case.

South Carolina

Donor Intent Protections

South Carolina has adopted much of the UPMIFA and does not differ from its donor intent provisions in any material respect. Like the UPMIFA, South Carolina law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.²⁴² State law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.²⁴³

Donor Standing

South Carolina has not adopted a donor standing statute. For charitable trusts, South Carolina has adopted the Uniform Trust Code and authorizes settlor standing.²⁴⁴ State courts have not recently applied its donor protection laws to a specific case.

South Dakota

Donor Intent Protections

South Dakota has adopted much of the UPMIFA. Like the UPMIFA, South Dakota law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.²⁴⁵ State law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.²⁴⁶ South Dakota law is materially weaker than the UPMIFA with respect to donor intent in that it does not require charities to notify the attorney general in the event of gift restriction modification, nor does it expressly authorize even attorney general standing to enforce gift restrictions.

Donor Standing

South Dakota has not adopted a donor standing statute. For charitable trusts, South Dakota has not adopted the Uniform Trust Code but nonetheless authorizes settlor standing and standing by any person the settlor designates in writing.²⁴⁷ South Dakota courts have not recently applied its donor protection laws to a specific case.

Tennessee

Donor Intent Protections

Tennessee has adopted much of the UPMIFA. Like the UPMIFA, Tennessee law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.²⁴⁸ State law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.²⁴⁹

Tennessee law is weaker than the UPMIFA in that it allows for unilateral modification of funds of less than $150,000, with the asset limit increasing by $5,000 each calendar year, while the UPMIFA limits such modification to funds of $25,000 or less.²⁵⁰

Famous litigation surrounding painter Georgia O’Keeffe’s gifts to Fisk University highlights Tennessee’s approach to cy pres for modifying charitable gifts. In the late 1940s and early 1950s, O’Keeffe transferred a collection of photographs and paintings to Fisk University in Nashville, Tennessee subject to a restriction that the university would not sell or exchange any pieces of the collection. In 2005, Fisk University filed a petition in Tennessee court seeking to invoke the legal doctrine of cy pres to permit the sale of two of the paintings, citing the cost of maintaining the collection and other financial needs.

Representatives of the Georgia O’Keeffe Foundation and Museum filed suit to block the petition. After lengthy litigation in lower courts, the Tennessee Court of Appeals held that the O’Keeffe gift was made with general charitable intent subject to cy pres modification and allowed the university to proceed.²⁵¹ This shows the latitude with which Tennessee courts may treat gifts as being made with general intent, and thereby be subject to actions to modify their restrictions.

Donor Standing

Tennessee has not adopted a donor standing statute. Tennessee courts have not directly ruled on the question of whether donors have standing in general. For charitable trusts, Tennessee has adopted the Uniform Trust Code and authorizes settlor standing.²⁵²

Texas

Donor Intent Protections

Texas has adopted much of the UPMIFA and does not differ with its donor intent provisions in any material respect. Like the UPMIFA, Texas law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.²⁵³ State law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.²⁵⁴

A recent example of a donee disregarding donor intent in Texas involved a smaller-dollar donor to Hardin-Simmons University in Abilene, Texas.²⁵⁵ Carol Bratton worked as an administration assistant to the dean of the Logsdon School of Theology at Hardin-Simmons University. Her late husband also worked at the university as associate vice president of information technology. After her husband passed, she decided to honor his memory by donating to their longtime employer. In 2008, she made a $5,000 gift, and after another five years she had saved enough to give $10,000—the minimum required to establish an endowment at Hardin-Simmons.²⁵⁶

Carol Bratton’s agreement stipulated that if the Doctor of Ministry program should cease to exist, then the dean of Logsdon would have discretion to award the funds to benefit seminary students. In 2020, Bratton received an email informing her the Logsdon seminary was being closed, and her scholarship would be eliminated. As a result, there was no way Hardin-Simmons could uphold the intent of Bratton’s gift. When she requested the gift be returned to her, the university’s vice president for advancement laughed, and told her it would never happen.²⁵⁷

Donor Standing

Texas has not adopted a donor standing statute, although a recent court decision held in favor of some aspects of donor standing. For charitable trusts, Texas has not adopted the Uniform Trust Code, but provides that “[a]ny interested person” may bring a suit to enforce the purposes of a trust and only provides standing to trustees and beneficiaries, and not settlors.²⁵⁸

A recent Texas case provides for mixed commentary on the state’s law concerning donor standing. In the 2022 case Eshelman v. True the Vote, Inc., the 14th District Texas Court of Appeals held that a donor lacked standing to the extent that his contribution was “unconditional,” but had standing to the extent his contribution was conditional.²⁵⁹

The donor in the case, Fredric N. Eshelman, contributed $2.5 million to True the Vote, Inc. to fund efforts to investigate and litigate voter fraud in the 2020 presidential election. Eshelman alleged he expressed his intent that $1 million of his contribution be used to fund rewards for whistleblowers, $1 million for communications outreach and litigation, and the remaining $500,000 would be used to fund the group’s voter-integrity initiative in another manner not specifically described.

He alleged that True the Vote orally agreed to these conditions, but then identified no whistleblowers and filed lawsuits in four states that cited no substantial evidence of voter fraud and were voluntarily dismissed. Eshelman demanded the return of his donation.

The court dismissed some of Eshelman’s claims for lack of standing, saying any party challenging the act of a public charity must meet “special standing requirements applicable to public charities.” Those requirements include that the party must plead a “particularized injury distinct from that suffered by the public at large” because under Texas law, “the attorney general is the representative of the public and is the proper party to maintain a suit vindicating the public’s right in connection with charit[ies].”²⁶⁰

The court held that Eshelman failed to meet this requirement because he failed to adequately allege that his gift to True the Vote was “conditional,” and therefore did not suffer an injury distinct from the injury to the public by the organization’s failure to produce successful legal challenges to the 2020 presidential election. This reasoning suggests that, outside of meeting this special standing requirement, Texas law gives exclusive standing to the attorney general to sue for unconditional gifts.

However, the court also allowed Eshelman’s claims to proceed against other defendants—specifically, a law firm that Eshelman alleged True the Vote paid out of his contribution. These other defendants did not challenge Eshelman’s claim that his donation was conditional, so the court found Eshelman suffered the distinct injury with respect to these defendants that True the Vote failed to execute on his conditions. The court rejected the defendants’ argument that Eshelman lacked standing unless his gift instrument “explicitly … retains the right to reverter”-in other words, that the agreement had to explicitly provide that if True the Vote failed to execute on the conditions, the money would be returned to Eshelman. The Court stated:

[W]e have not found any Texas case … holding that a donor who has made a conditional gift to a public charity has standing to sue for recovery of the contribution upon the charity’s breach of the orally agreed-upon condition only if the parties also expressly agreed in writing that the donor retained a reversionary interest in the contributed funds.

As a result, the court found Eshelman had standing to pursue his claim against these defendants. The case provides for some authority that under Texas law, donors have standing to sue for “conditional” gifts, even if the conditions were only orally agreed to.

Utah

Donor Intent Protections

Utah has adopted much of the UPMIFA and does not differ with its donor intent provisions in any material respect. Like the UPMIFA, Utah law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.²⁶¹ State law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.²⁶²

Donor Standing

Utah has not adopted a donor standing statute, and Utah courts have rejected donor standing in at least one recent prominent higher education donor case.

The 2015 case Siebach v. Brigham Young University involved a donor challenge to Brigham Young University (BYU).²⁶³ Over several decades, Ralph and Muriel Siebach donated hundreds of thousands of dollars to BYU. The Siebachs’ son was employed as a philosophy professor at BYU, and the Siebachs and other donors contributed money to a research account to be used exclusively to fund academic research in philosophy at BYU.

However, in 2009 BYU froze the account for allegedly failing to comply with university policies and procedures and directed that all future expenditures from the account conform to “approved research areas.” BYU did not inform the Siebachs they had frozen the account. In fact, the Siebachs continued donating to it, and on one occasion, BYU unfroze the account to deposit the Siebachs’ contribution and then “refroze” the account. The Siebachs eventually became aware of this conduct and demanded a return of funds. However, the Siebachs and BYU could not agree on the precise amount to be refunded, and no refund was made.

In 2013, the Siebachs filed suit against BYU, seeking an accounting of their donations, a judgment that BYU should be required to use the funds in accordance with the Siebachs’ donative intent, and the return of funds. The Utah district court dismissed the Siebachs’ claims, reasoning that a donor who has made a completed gift to a charitable institution lacks standing to bring an action to enforce the terms of the gift and that, in most circumstances, it is only a state’s attorney general who has standing to bring such an action.

Upon appellate review of the Siebach case, the Court of Appeals of Utah affirmed that, under Utah law, “only the attorney general, and not the donor, has standing to enforce the terms of a completed charitable gift.” However, the court said while donors did not have standing to bring an action to enforce a gift restriction, they had standing to sue on the basis of fraud.

For charitable trusts, Utah law grants standing only to trustees and beneficiaries, not settlors.²⁶⁴

Vermont

Donor Intent Protections

Vermont has adopted much of the UPMIFA and does not differ with its donor intent provisions in any material respect. Like the UPMIFA, Vermont law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.²⁶⁵ State law also authorizes charities to seek court approval to lift donor gift restrictions, or void restrictions unilaterally if certain conditions are met.²⁶⁶

Donor Standing

Vermont has not adopted a donor standing statute. For charitable trusts, Vermont grants standing to trustees, beneficiaries, and settlors.²⁶⁷

While Vermont courts have not definitively applied its donor protection laws to a specific case in recent years, one judge’s ruling in ongoing litigation over Middlebury College’s renaming of a historic chapel suggests state courts may be open to granting standing when gifts may be characterized as contracts. The case, Douglas v. President and Fellows of Middlebury College, concerns the college’s renaming of a chapel after the discovery of controversial views held by its naming donor.

In 1914, former Vermont governor John Mead donated $50,000 to the college to build the Mead Memorial Chapel.²⁶⁸ In 2021, the college removed the Mead name from the building for what it said was his role “in promoting eugenics policies.”²⁶⁹ The administrator of Mead’s estate, former Vermont governor James Douglas, sued the college on behalf of the estate for breach of contract.

In its motion to dismiss before the Vermont Superior Court, the college argued that the estate lacked standing to enforce any naming restriction on the gift because “only the attorney general is empowered to do so.”²⁷⁰ While the court commented that “the law in Vermont on this matter is substantially undeveloped,” it refused to hold that the attorney general had “exclusive authority to sue,” citing the New York Appellate Division’s decision in Smithers v. St. Luke’s-Roosevelt Hospital Center as an example of common law authority for granting standing to donors.²⁷¹ As a result, the court reached the merits of the estate’s claim and allowed the claim to proceed.

Virginia

Donor Intent Protections

Virginia has adopted much of the UPMIFA. Like the UPMIFA, Virginia law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.²⁷² State law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.²⁷³

Virginia law is less protective of donor intent than the UPMIFA in one key respect. It authorizes charities to unilaterally modify funds with less than $50,000 in assets via deviation proceedings, and funds with less than $250,000 via cy pres modification proceedings, which is significantly less protective than the UPMIFA’s $25,000 threshold for both proceedings.²⁷⁴

Donor Standing

Virginia has not adopted a donor standing statute, and Virginia courts have recently rejected a donor-standing claim. For charitable trusts, Virginia only grants standing to trustees and beneficiaries, not settlors.²⁷⁵

In the 2007 case Dodge v. Trustees of Randolph-Macon Woman’s College, the Virginia Supreme Court denied standing to donors that sued Randolph-Macon College (formerly Randolph-Macon Woman’s College) over its decision to open enrollment to male students and change the college’s curricula.²⁷⁶

The plaintiffs were current and former students and donors, including Alice D. Priebe, a fifth-generation graduate of the college who had donated $40,000 to help fund the college’s scholarships. The plaintiffs claimed the college was established in 1891 for the purpose of educating women, and the college’s decision violated the purpose of their gifts and donations. The plaintiffs claimed they had standing to enforce their gifts’ purposes because they were beneficiaries of the college under the Virginia Uniform Trust Code.

The court rejected their claim for standing, reasoning that the college (and the plaintiffs’ gifts to the college) were not subject to the trust law. Instead, the college was subject to the state’s charitable corporation statute, which exclusively “gives the attorney general the authority to act on behalf of the public when a charitable corporation incorporated in or doing business in Virginia uses charitable property in a manner inconsistent with the corporation’s governing documents or law.” The broad holding would apparently reject donor standing for charities in Virginia unless the gift at issue was itself a charitable trust.

Washington

Donor Intent Protections

Washington has adopted much of the UPMIFA. Like the UPMIFA, Washington law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.²⁷⁷ State law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.²⁷⁸

Washington law is weaker than the UPMIFA in that it allows for unilateral modification of funds of less than $75,000, with the asset limit increasing by $2,500 each calendar year, while the UPMIFA limits such modification to funds of $25,000 or less.

Donor Standing

Washington has not adopted a donor standing statute. For charitable trusts, Washington law grants standing to beneficiaries, trustees, or “special representative[s].”²⁷⁹ Washington courts have not recently applied its donor protection laws to a specific case.

West Virginia

Donor Intent Protections

West Virginia has adopted much of the UPMIFA and does not differ with its donor intent provisions in any material respect. Like the UPMIFA, West Virginia law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.²⁸⁰ State law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.²⁸¹

Donor Standing

West Virginia has not adopted a donor standing statute. For charitable trusts, West Virginia law grants standing to trustees, beneficiaries, and grantors.²⁸² West Virginia courts have not recently applied its donor protection laws to a specific case.

Wisconsin

Donor Intent Protections

Wisconsin has adopted much of the UPMIFA. Like the UPMIFA, Wisconsin law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.²⁸³ State law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.²⁸⁴

Wisconsin law is weaker than the UPMIFA in that it allows for unilateral modification of funds of less than $75,000, while the UPMIFA limits such modification to funds of $25,000 or less.

Donor Standing

Wisconsin has not adopted a donor standing statute. For charitable trusts, Wisconsin provides standing to settlors in addition to trustees and beneficiaries. State courts have not recently applied its donor protection laws to a specific case.

Wyoming

Donor Intent Protections

Wyoming has adopted much of the UPMIFA. Like the UPMIFA, Wyoming law requires that charities manage funds consistent with their charitable purposes, subject to any gift restrictions imposed by donor intent.²⁸⁵ State law also authorizes charities to seek court approval to lift donor gift restrictions or void restrictions unilaterally if certain conditions are met.²⁸⁶

Wyoming law is weaker than the UPMIFA in that it only requires notification of the attorney general of any modification to donor gift restrictions if the donee institution is a government institution.²⁸⁷

Donor Standing

Wyoming has not adopted a donor standing statute, and Wyoming courts have expressly rejected donor standing. In the 2014 case Courtenay C. and Lucy Patten Davis Foundation v. Colorado State University Research Foundation, the Supreme Court of Wyoming held that a gift subject to donor restrictions made to a university foundation constituted a restricted gift, rather than a trust, and thus the UTC’s settlor standing rule did not apply.²⁸⁸ The court explained that:

By statute, standing to enforce an express charitable trust has been expanded in Wyoming beyond the common law rule of standing … [but] … [t]he same is not true of standing to enforce a charitable gift. No Wyoming statute has expanded the common law standing to enforce a charitable gift, and we agree with the majority rule that such standing should remain limited to the attorney general.

Conclusion

The integrity of donor intent stands as a fundamental pillar of charitable giving. As eloquently stated by Chief Justice Marshall in the historic 1819 case Dartmouth College v. Woodward, philanthropy is built upon the enduring belief that charitable contributions will forever follow the path charted by their donors. Throughout modern American history, there have been numerous instances where charitable organizations have deviated from this foundational principle, straying from the original intentions of their donors. Notable examples include the Robertson family, whose specific instructions of intent were disregarded by Princeton University, including the misuse of over $100 million of earmarked funds.

Similarly, Michael Moritz donated $30.3 million to Ohio State University with specific terms, including supporting professorships and thirty annual law school scholarships. His son later discovered OSU had not disbursed the agreed-upon number of scholarships and had diverted some funds, leaving law students with substantial debts. This problem extends beyond these well-known cases, affecting many charities, both large and small, which operate without accountability to their missions and donor intent.

The inadequate legal safeguards protecting donor intent in many states exacerbate this issue. The UPMIFA provides a baseline for donor protection, but it falls short in ensuring the absolute preservation of donor intent. The UPMIFA requires that charitable gifts be managed with consideration for the institution’s charitable purposes and the purposes of the institutional fund. However, when the donor expresses specific intent, the charity must comply with those wishes. Yet, the UPMIFA does not mandate strict adherence to donor intent, leaving room for considerations beyond it.

Furthermore, the UPMIFA grants charities the authority to modify the terms of a gift agreement or redirect funds without the donor’s consent or in violation of a written agreement, provided it meets certain criteria. This flexibility, while intended to adapt to changing circumstances, raises concerns about the erosion of donor intent.

While limited progress has been made in recognizing the importance of protecting donor intent and expanding standing provisions, there is still a need for more comprehensive legal protections and consistency across states. The ongoing tension between donor intent and the evolving landscape of charitable organizations underscores the importance of striking a balance that respects the wishes of benefactors while allowing for the flexibility needed in modern philanthropy.

This report provides a valuable overview of the current landscape and offers insights into the challenges and opportunities in ensuring the enduring integrity of donor intent in charitable giving.