I Didn't Sign Up For This!

By Raul Rivera

Like it was yesterday, I can still recall the day I heard the Lord’s call to the ministry. The certainty I felt that day can only be compared to the certainty I felt when I accepted Jesus Christ as my Lord and Savior, and the certainty I felt standing at the altar preparing to marry my beautiful bride. Feelings of joy and hope overwhelmed my soul.

To say that I was pumped to do the work of the Lord is an understatement. I was on fire, ready to win lost souls for the kingdom and ready to make a positive impact in our community in Central Florida. Although I did not have any formal training from a seminary, I was confident in the fact that it is God who qualifies the called.

Realities of a young pastor revealed

It was not until a few weeks later that I began to realize that there was a whole other aspect to my calling than just preaching and teaching the gospel. There were administrative decisions for which I was responsible. Our church was located in a predominately agriculturally-based community and we did not have the means to hire someone with church administrative experience; the church was barely able to pay me a salary. That said, not only did the spiritual responsibilities of the church rest upon my shoulders, but so did the administrative responsibilities, which was something I knew I had to spend time learning.

I believe that many pastors today find themselves in a similar situation. Their passion and zeal to serve the Lord and answer His call is evident. But oftentimes, when facing this new reality of ministry, many pastors think to themselves, “I didn’t sign up for this!” It is for this reason that I want to take you on a journey (via a 3-part blog series) and teach you some of the lessons that I learned. The first lesson in this series pertains to the importance of board meeting minutes. Part 2 of this series will deal with creating an accounting system, and in Part 3 we will cover the intricacies of payroll.

I have often wished that I had obtained back in the early days of my calling the present knowledge I have on these subjects. Yet, no matter what stage you are at in your calling, I firmly believe that it is important for all pastors to be at least somewhat familiar with these topics. So, let us begin by looking at board meeting minutes.

What are board meeting minutes?

In reality, a board meeting without minutes is not a board meeting; it is simply fellowship. Board meeting minutes are documented discussions and decisions made by the governing body of the organization. State and federal laws require that minutes be taken to document decisions.

For example, section 107 of the Internal Revenue Code requires that minutes be taken to document the housing allowance designation. Without these minutes, there is no housing allowance. Furthermore, the laws of all 50 states require organizational and annual meetings of the directors just in order for the ministry to exist as a nonprofit corporation.

Why take board meeting minutes?

Without board meeting minutes your church has no history. This is because the minutes taken at each board meeting create a historical record of all of the decisions, actions, resolutions, policies, and procedures of the church.

Besides recording the history of the church, board meeting minutes can also provide legal liability protection. When suing a church, many litigation attorneys attempt to convince a court that the church was not operating as a corporation, but rather as an alter ego of the directors. This means that when an incorporated church does not operate and govern itself in a corporate manner, the suing attorney can convince a court that not only is the church liable, but so also are the directors.

This is called piercing the corporate veil. The exact facts and circumstances that involve piercing the corporate veil are dependent upon several factors; mainly, following corporate formalities. Such formalities may include asking questions such as:

• Did the church follow proper procedure in its formation?
• Did the church take adequate board meeting minutes to show that the directors were not operating as an extension or alter ego to advance their own interests?

When you allow yourself to begin looking at board meeting minutes from this perspective then you quickly begin to realize why taking board meeting minutes are so important. Next, let us examine how to take board meeting minutes.

6 steps for taking board meeting minutes

When it comes to board meetings, one of the biggest challenges many pastors face is consistency. Oftentimes, we pastors just want to get decisions made and “the ball moving forward.” I had to temper my enthusiasm with proper knowledge. Our Secretary’s Suite contains an applet that will teach you how to take and maintain board meeting minutes.

Below, I have listed 6 easy steps that will help you ensure that your next board meeting is properly called and documented in board meeting minutes.

1. Prepare an agenda: Prior to your board meeting taking place, you should create an agenda. The agenda contains the format of the board meeting as well as the topics to be discussed and considered. Preparing an agenda beforehand helps to prevent a board meeting that should only take 1 hour from lasting 4 hours. The agenda can also help to serve as an outline for your board meeting minutes.
2. Send a notice of meeting: Each state requires that board members be given some measure of notice prior to a board meeting taking place. This notice allows board members enough time to prepare for the meeting and to make the necessary plans to attend the meeting. A proper notice should contain the date, time, and location of the upcoming board meeting. Although the minimum notice that you are required to give board members varies from state to state, most churches that go through our StartRIGHT Program choose to give a 10-day notice.
3. Create an attendance sheet: You should have each board member in attendance sign this sheet. Although the step may seem trivial, having an attendance sheet that each board member signed attached to the board meeting minutes may prove to be beneficial in the long run. It also helps prove that a quorum was present at that board meeting. (**A quorum is the minimum number of board members, as defined in the bylaws, that are required to be in attendance at a board meeting in order for it to be official.**)
4. Take notes: Note taking is probably the most challenging task of a board meeting. Pastors and board members oftentimes wonder what exactly should be recorded and how much should be documented. The good news is that it is not necessary for each and every word spoken during the board meeting to be documented. Yet, I would suggest to the minute taker (generally the secretary of the board) to establish a note taking form with which he/she is comfortable. To keep it simple, if your bylaws allow, I recommend that you record the board meeting in audio format. This allows the minute taker to go back and listen to portions of the meeting for accuracy purposes.
5. Convert the notes to minutes: Here is where the notes taken during the meeting really matter. If properly taken, then all you will have to do is convert the notes to a formal set of board meeting minutes. Each item on the agenda must have a discussion, a motion duly made, followed by who voted yes and who voted no, and whether there were enough votes to pass the motion.
6. Signatures: One confusing aspect about board meeting minutes is that the minutes you write for today’s board meeting are not approved until the next board meeting. This means that at each board meeting, the board votes to approve the previous minutes. Once the previous board meeting minutes have been approved, it is important that the approved minutes be signed. It is most common that the secretary of the board signs the board meeting minutes.

“Just keep swimming”

In Disney’s animated film “Finding Nemo”, the character Dory, a good-hearted, blue tang fish, continually repeats the phrase “just keep swimming” as they descend the depths of the ocean’s dark abyss while attempting to help Marlin find his son. At times, being in ministry can feel so overwhelming that the only thing we can tell ourselves to get us through that season is to “just keep swimming”.

Perhaps that is you. You know without a shadow of doubt that God has called you into the ministry, but the weight of that responsibility is beginning to weigh heavy on your shoulders. Perhaps you feel caught off guard with the administrative responsibilities that come with pastoring a church. Maybe you have not even taken board meeting minutes and you are thinking, “Great, one more thing to add to my plate!”

The good news is that all is not lost. You can conduct a special board meeting with your board of directors to discuss documenting past decisions, and we can help guide you through our StartRIGHT Program. If that describes you, I want to encourage you to reach out and give us a call or join us at one of our conferences. Remember to “just keep swimming”, for we serve a faithful God who will never leave us nor forsake us.

---