Rethinking the center’s corporate status

by Ellen Foell, Esq., Heartbeat International Legal Counsel

From On the LeaderBoard Volume 1, Issue 2

When was the last time your Board actually looked at your center’s Articles of Incorporation or, more to the point, rethought the issue of whether your center should be organized as a 501(c)(3) religious nonprofit corporation, rather than a charitable nonprofit corporation?  I venture to guess that after your center was first organized, the paperwork for the Internal Revenue Service was submitted, accepted, 501(c)(3) status given, the letters locked away in a drawer and no one has seen them since.  It may be time to take that letter out of the drawer, as well as the Articles and by laws, and rethink your center’s status with the IRS. 

Most centers are not set up as religious organizations and indeed, there’s nothing that mandates it.  Many centers typically cite the ability to receive grants as the primary reason for the charitable status.  However, in today’s political and cultural climate, the charitable designation chosen by most centers, versus the religious designation, may not be as effective for achieving the goals of your center.  In fact, because of the ever-increasing attempts of the proabortionists to shut down pregnancy care centers by any means, your center’s lack of religious status may expose your center to problems. 

Some very useful benefits flow to a center that’s established as a religious corporation.  Federal law permits a religious organization to inquire about an applicant’s religious beliefs in hiring for all positions.  Most of the federal nondiscrimination laws don’t apply in hiring.  Many states exempt religious organizations from employment discrimination laws.  Finally, the First Amendment’s constitutional protection would flow to a center with regard to communications.  In the next On the LeaderBoard article, we’ll examine this option further.  For now, take the time to start to rethink the issue.

by Jay Hobbs, Communications Assistant

As your pregnancy organization’s board meets to craft this year’s budget, take a moment to give the room a silent once-over.

Are you looking at a gaggle of starry-eyed dreamers or a collection of bone-dry bean-counters? What if you could tip the scales… to the middle?

You see, two kinds of people need to be involved in the budgeting process. You want your organization’s budget to reflect a sort of modest ambition—a reasonable approach that still has the ability to stretch your organization and its mission. A budget that reflects wisdom and reliance upon the leading of God’s Spirit.

As valuable as starry-eyed dreamers are—the rest of us are happy to have you aboard!—these visionaries often need reigned in a bit by faithful, brass-tacks bean-counters who are best-geared to convert a vision to a reality by executing a plan and process from Point A to Point B.

A board full of visionaries may have an ever-increasing treasure trove of great ideas and lofty budgeting goals, but at some point, these ideas need evaluated, vetted, and implemented by folks with calculators, spreadsheets, and bank statements.

On the other hand, a board comprised of bean-counters will lack the kind of ambition your organization needs in order to truly grow and take those “next steps” visionaries are so very fond of.

Peter F. Drucker, who Business Week once heralded as “the man who invented management, had the following to say in his book, Innovation and Entrepreneurship: Practice and Principles:

The people who work within these industries or public services know that there are basic flaws. But they are almost forced to ignore them and to concentrate instead on patching here, improving there, fighting the fire or caulking that crack. They are thus unable to take the innovation seriously, let alone to try to compete with it. They do not, as a rule, even notice it until it has grown so big as to encroach on their industry or service, by which time it has become irreversible. In the meantime, the innovators have the field to themselves.”

So, we ask again… Who is sitting at your board table?

Who is missing?

Your vision statement can, and should, serve as a north star, a guide to your center for all decisions and activities.

You should be able to communicate your organization’s raison d'être (reason for existence) to the most uninitiated passerby simply by quoting your vision statement.

To quote Heartbeat International’s GOVERN Well: Your Personal Board Member Manual:

The board should be committed to a vision that can be described as “what the world/our community will look like” when our mission is accomplished, when our overall goal is reached. (Section II, G-1)

Although crafting the vision statement can seem like a daunting task, it doesn’t need to be. A board seeking to craft a vision statement, or retool an existing statement, may want to consider the following suggestions:

1. Describe the organization’s purpose. The purpose should be described in one or two reader-friendly, jargon-free sentences. People outside your organization should be able to understand and appreciate your purpose by simply reading your vision statement.

2. Describe the population the organization will serve. For example, most pregnancy help centers serve women and children. However, some centers’ scope of service also includes everyone affected by unplanned pregnancies. In describing the targeted population, be brief, but comprehensive. 

Example: “A community where true reproductive health care, based on the dignity of the person made in the image of God, and God’s plan for our sexuality, transcends death centered health care for women and their families.”

3. Describe the activities in which the organization will participate. Keep this description simple and short. You don’t need to list every service your center offers. A board should try to write this part of the vision statement in two sentences or less.

Example: “A community where every child has a chance to be born healthy and to be placed in the arms of a mother and father equipped in every way to provide a Christian home.”

4. Outline the organization's values. This part of the statement outlines the values that led to the center’s formation and the values partners, board, employees, and volunteers will exhibit while working towards the organization’s goals. Words like “true,” “dignity of the person,” and “image of God” all convey that the sanctity of life is a core value at the following center.

Example: “A community where true reproductive health care, based on the dignity of the person made in the image of God, and God’s plan for our sexuality, transcends death centered health care for women and their families.”

5. Describe what the organization wishes to accomplish. Answer the question, “What success looks like? In looking at the housing ministry’s statement we used above, it’s clear that, for this ministry, every child will be born healthy and placed in a Christian home:

Example: “A community where every child has a chance to be born healthy and to be placed in the arms of a mother and father equipped in every way to provide a Christian home.”

An organization’s vision statement speaks volumes about the board, the staff, and those associated with the organization. A good vision statement also pulls in those who previously had no connection with you.

Is it time to take a fresh look at your vision statement?

Every year, I take my children to have their vision checked.

One of my daughters has exceptionally poor vision, especially for an athlete. It was not always poor. When she first started to play soccer, she was quite a force to be reckoned with. But as time went on, her amount of almost-but-not-quite goals mysteriously began to pile up. The mystery was solved, however, when I took her to an annual vision appointment and found out—sure enough—her vision had deteriorated to 20/300.

The problem was simple: She couldn’t see the goal.

What about you? As a leader who sets the course for the center, how good is your vision? Has it deteriorated over time? How do you, as a leader—a forward, if you will—keep the vision alive and clear enough to hit the mark accurately?

Let’s take a page from a leader’s playbook. That leader is Caleb, one of the twelve spies sent into the Promised Land, and one of only two who lived to enter it. God describes Caleb in Numbers 14:24 as someone who “has a different spirit and follows me wholeheartedly,” and because of that, God promised to bring him back one day as a full-time resident.

It would be 40 years from the time he first laid eyes on this land that flowed with milk and honey to the time Caleb would finally cross the Jordan for good.

Forty years. That is a long time to wait for fulfillment of a promise. It was long enough for Caleb to see every single one of his peers grow old and die in the wilderness while the consequences of Israel’s unbelief took its toll.

How easy would it have been for Caleb to have lost sight of his vision? How easy to simply forget how beautiful that first glance was.

Yet, 45 years after he first saw the land, the last five of which had been spent conquering it, Caleb declared: 

Now then, just as the LORD promised, he has kept me alive for forty-five years since the time he said this to Moses, while Israel moved about in the wilderness. So here I am today, eighty-five years old! I am still as strong today as the day Moses sent me out; I’m just as vigorous to go out to battle now as I was then. Now give me this hill country that the LORD promised me that day. You yourself heard then that the Anakites were there and their cities were large and fortified, but, the LORD helping me, I will drive them out just as he said. (Joshua 14:10-12)

This old man had energy. He had passion. Caleb had vitality. He was not daunted by his age, by time, or by difficult experiences. What is it that kept his passion, energy and focus alive for 40 years? I believe it was Caleb’s vision.

Caleb’s vision was big. He had a grand vision for something that was not yet in his or Israel’s possession. The Promised Land was exactly that…it was promised. It was the land that God had promised to Moses at the Burning Bush, the same land promised to Abraham, Isaac and Jacob so many generations before.

But the land was not yet in their physical possession. Faith was still involved. Trusting in the promise of God was still required.

Forty-five years before, Moses dispatched a band of 12 spies on a reconnaissance mission to the land of Caanan. When they returned after 40 days, they had all seen the same things, but 10 of the spies’ reports were so clouded and marred by fear that they brought a “bad report” about the land.

Convinced that God was able to do what He’d promised, Caleb reported what he’d seen: a land flowing with milk and honey; inhabitants who would be easily conquered; clusters of grapes so large that he and the other spies needed a pole to carry them on. Caleb now had a vision for something that was so grand and so beautiful that he could not—and did not—forget it. Simply put, what Caleb saw amazed him.

For the next 40 years, as the Israelites wandered in the desert, craving water at times, meat at other times, Caleb listened to their whining and the complaining. He witnessed the rebellion of Korah, watching the earth swallow up Korah’s entire family. Caleb saw the plague of fiery serpents go out from the word of God among the people of Israel. He saw and participated in many battles, some victories and defeats.

Even as he and Joshua—the other faithful spy—witnessed every person of their generation die in the wilderness, Caleb kept the vision before him.

You too have a vision for your center. Are you able to remember it? Does it ignite your passion today as much as it did on the first day it was articulated? If not, ask yourself three questions:

1. Is your vision still big? Is your vision as grand as the day you first saw it? Is the vision still bigger than you? In their 1994 book, Built to Last: Successful Habits of Visionary Companies, James Collins and Jerry Porras introduced the term, “Big Hairy Audacious Goal” (BHAG). The BHAG is a vision that, even internally, seems impossible to achieve, yet excites and ignites people to action.

2. Are you continuing to move forward to see the vision through? Election results, financial floundering, staff issues, or personal hurdles need to be overcome. Are you willing to overcome them? Consider Caleb, who kept pressing forward with the vision, despite all odds, despite all obstacles.

3. Are you trusting God to do what He promises? Caleb knew he couldn’t go into the Promised Land and take it based on his own strength. Instead, he says, “the LORD helping me” (Joshua 14:12). Caleb knew that only through God could he and the people drive out the enemies and take the hill country. 

No leader can rely on personal passion, strength, energy, and clarity alone to see a truly inspiring vision fulfilled. God alone can, and will, fulfill His promise through a willing, passionate, focused, and humble leader who actively nurtures and fuels his or her vision.

by Jor-El Godsey, Heartbeat International Vice President 

Both the Old and New Testaments declare the importance of vision. In his first sermon (Acts 2) the Apostle Peter quotes the Word of the Lord to the Old Testament prophet Joel, “That I will pour forth of my spirit on all mankind; and your sons and your daughters shall prophesy, and your young men shall see visions, and your old men shall dream dreams...”

Notice, Joel uses “vision” in the plural. The Lord inspires many visions—both corporate and individual. Jehovah inspired the nation of Israel (corporate) and the call of the prophet (individual). Jesus gave the apostles a vision for the work of the church (corporate) He was birthing, and also a vision for those who would lead it (individuals).

Visions are God-sized. Almost by definition, a vision should be so expansive, even audacious, that it will take more than just you to accomplish. Want a quick way to test your vision? Ask yourself if it’s something you can fulfill on your own. If it is, it’s not big enough to be God-sized!

A vision must be something that draws us in, while drawing many others—even partnering organizations—because the goal is, well, so visionary!

Once we understand the vision the Lord is calling us to, we must be sure to write it down. Again, our guide in this is an Old Testament prophet: “Then the Lord answered and said, ‘Record the vision and inscribe it on tablets, that the one who reads it may run.’” (Habakkuk 2:2).

Forging the vision into a statement is a spiritual and practical exercise that will serve to guide today and into the future. A vision should be captured in key organizational documents, to inspire and frame efforts moving forward.

Be careful that your Vision Statement does not describe your vision for your organization (strong, healthy, more offices, a medical clinic, an abstinence program, etc.). Rather, it is your vision for the world/community that you live in, or for life change of the members of that community. Because your community does not now look like your vision, there is definitely a need for the work God has called you and your organization to do!

God-sized vision inspires God-sized provision to see that vision realized. Sometimes, the vision is so big we can’t imagine it fulfilled in our lifetime. Our friends, Joel and Habakkuk, experienced this, but stayed faithful to their call.

Our legacy will include how well we inspired others to this God-sized task.

What’s the one committee that nearly every pregnancy help organization currently has in place and is ready to be fully functioning? The Executive Committee!

Traditionally the executive committee includes all the currently elected officers of the Board along with the Executive Director (ED) or Chief Executive Officer (CEO). Some include a “past president” who is still functioning as a board member. A few larger organizations have a Chief Operations Officer (COO), as well as a CEO, and include this person on the executive committee as well.

What does the executive committee do?

In a typical non-profit organization, the executive committee does three primary things:

1. Process and establish items for the next board meeting,
2. Interim-decision making, and
3. Board-focused planning (special meeting schedule, board growth and development).

While these are the primary things an executive committee may do, there are some other unique things they may need to address – like board conflict and parliamentary concerns (specifically board member terms and such).

Preparing for the next board meeting

“No red meat” says a seasoned former board chairman of a national non-profit organization. He encourages the staff and the executive committee to work through items so they are properly “cooked” for the board meeting. This includes gathering relevant details, analyzing the information, understanding potential pathways, and, perhaps, providing a recommendation to the whole board. How much the executive committee (or staff) does in advance of a board meeting to prepare is a discussion unto itself. Nevertheless, with the Treasurer (financials), Secretary (previous minutes), and CEO (operations and services report) providing most of the key elements for the meeting, this committee does the heavy lifting in ensuring the information necessary for the board meeting.

Decisions between meetings

Occasionally, an urgent decision is necessary that cannot wait until a full convening of the board is possible. Depending upon accessibility, the board may be polled or consulted electronically (e-mail or even text) and a consensus or majority position may be determined. When that is not possible – in a case where board members do not regularly respond to email in a timely fashion – the executive committee members can more readily convene to provide a decision, if only a temporary one until the board can come together.

Meeting about board stuff

The Board chair or president should always be focused on board health, both practically and spiritually. It is the wise Board leader who involves the executive committee in this as well. Anticipating gaps in board terms, discussing the need for strategic planning opportunities, and evaluating the board calendar are all things an executive committee should be doing. Including the executive director/CEO in this provides the day-to-day leader an opportunity to help coordinate and leverage his or her knowledge and sphere of influence on behalf of the board.

Whether this group meets offline extensively,- or for a few minutes prior to the board meeting, it is important to build a cohesive leadership group that ultimately serves the board as a whole and the organization it serves. The executive committee must be careful not to become a “board within a board” by commandeering too much authority not specifically designated by the bylaws. As in all areas, board members must seek wisdom in how to work together to accomplish the vision and mission of the organization.

Note: The executive committee is not to be confused with “executive session” which is intentionally excluding the CEO/Executive Director from all or part of a board meeting. Executive sessions should be infrequent and generally when the topic is specifically about the chief executive.

Board members are required to attend board meetings.

Board membership carries a different weight than any other volunteer position in a pregnancy help organization. There are legal duties required of each board member who agrees to serve (or fails to correctly indicate when their service is ended). Such legal duties comprise the fiduciary responsibilities of the board and each board member. Attendance and participation at board meetings, in a practical and legal sense, are necessary to fulfill the duty of care. almost every set of bylaws allows for some number of “excused absences.” But excusing an absence does not excuse the responsibility of the board member.

The Scripture (Proverbs 11:14) reveals the importance of a “multitude of counselors” in seeking security, safety or victory (depending upon which version you read). The Board is empowered legally to provide governing counsel to the organization. As with any group of people, each Board member brings a unique perspective and experience to the deliberations at hand.

When a Board member is absent from the group conversations that occur at board meetings, there are at least four potential dangers that arise from the absent board members. The dangers range from lost opportunity to negligence.

Lost opportunity 

Missing any one meeting – whether excused or otherwise – is to potentially deprive the governing body of the organization of insight and information. This is a lost opportunity for a fuller discussion and richer decision-making process. The opportunity for participating in that conversation at that time is past. Good and conscientious board members will seek to make up for that loss by absorbing the minutes of the meeting and seeking details to better understand the flow of the conversation.

Disrespecting others

Each person makes a commitment to attend meetings by accepting the role of board member. In doing so, they align themselves with several others who have made the same commitment. When a board member is routinely absent, their absence becomes more than a “lost opportunity” and can be seen as disrespectful of the time and effort of the other board members.

Everyone is busy. Everyone’s family and schedule are important. To consistently be absent for other than providential reasons is to diminish what others are sacrificing in their service on the board. We must not depend upon the grace of others who are setting aside valuable things (family, work, rest, etc.) to bear the weight of governance.

Legal infraction

Sometimes the good intentions of fellow board members can create a legal breach. Some boards vote a high profile and/or highly respected individual onto the board knowing that their ability or availability to attend board meetings will be an issue. It becomes accepted that this “board member” will not regularly attend meetings or participate in the regular governance of the organization. This is a violation of several aspects of the legal duty of care.

If absences exceed what the bylaws allow for, this is technically legal infraction. Fortunately for chronic absentees, there is little to no external enforcement measure. Unfortunately, chronic absentees force others – particularly the board chair/president – into the uncomfortable position of confrontation or even exercising a clause for dismissal.

In fact, the board chair/president must act to avoid exposure to the external charge of negligence.

Negligence

While no pregnancy help board we know of has been exposed publically for negligence, there are several examples of non-profits under scrutiny for organizational behaviors – mishandling funds, hiring practices, etc. – where board attendance was or became an issue. When negligent acts of the executive director or staff come to light, the first group examined is those with oversight.  The board’s individual actions – especially attendance and participation in meetings – are scrutinized carefully.

Even if the original charges of negligence are without merit, board members found not to be properly exercising their duty of care to attend, participate, and take seriously their role, could themselves be negligent.

Proper Stewardship

While the dangers listed are practical and procedural, our greatest call is to exercise proper stewardship of the mission to which God has called us. Whether we serve primarily in the counseling room, classroom, or conference room, our chief aim should be good stewardship of the people, programs, and provision the Lord has provided. The legal system’s call for a duty of care should not be greater than that of our God who calls us as stewards to this work.

Heartbeat provides several resources and trainings that were created for the Board Member of a Pregnancy Help Organization. The Board sets the mission and vision for an organization. It's a challenging role, and for many organizations just starting out, the Board also staffs an organization. There's a lot to learn and a lot to take in, so Heartbeat has tools and training to support each Board Member to make more effective pregnancy help organizations.

Board Member resources available to you!

• GOVERN Well
• Center 360
• Board Training (on-site)
• Salary Surveys
• A Health Assessment for your Organization
• A Vision for Your Organization
• Take Heart (Encouragement pieces)
• Leadership Subscription (monthly newsletter)
• Talking About Abortion^TM