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In 1915, a group of New York physicians and social workers concerned about the lack of information on heart-related medical issues formed the first Association for the Prevention and Relief of Heart Disease. Similar groups arose in other cities, and in 1924 six cardiologists created a national organization, officially naming it the American Heart Association. Now, 82 years and 12 affiliate offices later, AHA programs cover the Unites States and Puerto Rico; the AHA’s national center is located in Dallas. Each year, millions of volunteers and donors support AHA’s mission of reducing death and disability that results from cardiovascular diseases and stroke through research, fundraising and public awareness programs. Executive Legal Adviser recently asked questions via e-mail of M. Cass Wheeler, the AHA’s chief executive officer, and David Livingston, the group’s corporate secretary and general counsel. The discussion appears below, edited for length and style. Executive Legal Adviser:What is the American Heart Association’s strategy for success in meeting its objectives? M. Cass Wheeler, chief executive officer, American Heart Association, Dallas: The American Heart Association’s strategy for success in meeting objectives rests on three legs. First, the association is a voluntary health organization. Volunteers provide leadership and work in partnership with staff at all levels of the organization. Second, the association sets a hierarchy of aligned goals and strategies in a planning process that involves both volunteers and staff throughout the organization. This assures ownership and cooperation in working toward priorities. Third, the association relies on integrated teams at all levels to make decisions and to execute plans. Volunteer committees and task forces, staff management teams and project teams are structured to accomplish integrated work. ELA :How have your legal needs changed over the years? Wheeler:Our legal needs have changed as the association has become larger and expanded our initiatives and programs. The American Heart Association has evolved from its traditional base of research funding and community programs. Additionally, we’re now active in professional education programs and advocacy on issues impacting public health with local, state and federal governments. We’re working with corporate sponsors to help expand our public education reach, and we’re leading efforts to improve the quality of health care for cardiovascular disease patients. In addition, the association is expanding globally, utilizing the latest technologies and implementing innovative fundraising techniques. The external environment also has changed, with increasing numbers of laws and regulations addressing everything from our business operations to privacy issues. Our legal department is involved in everything affected by these laws and regulations. ELA :What role does the legal department play in your organization’s business decisions? Wheeler:The legal department helps the association identify how we can achieve our business objectives in clear compliance both with our internal policies and with applicable laws and regulations. It plays multiple roles in providing legal advice and opinions on business plans, contracts and other legal documents. They help us protect intellectual property, advise us on regulatory matters, manage litigation and conflict-of-interest policies, and manage corporate records. The world is increasingly complex, and there are many liability traps for organizations that do not stay on top of the changing environment. ELA :What is your weekly interaction with your general counsel? Wheeler:Formal and informal, easy access, and making sure he knows my expectations in terms of ethical and relationship values to be mixed with the business and legal considerations. . . . ELA :What qualities are essential for a general counsel at AHA? Wheeler:Someone like David. Competent legally but sees the big picture, high ethical standards, with a focus on practical solutions and what can be done or on alternative approaches rather than just saying “no.” ELA :Do you have any advice for CEOs on developing and maintaining a strong relationship with your board? Wheeler:Yes. Engagement of them on important and meaningful issues as well as building a personal relationship that permits easy and frank dialogue. Proactive communications and avoiding surprises. Teeing up an appropriate and meaningful agenda for the board that keeps the focus on the right issues and at the right level. That includes being respectful of their time. Another key is to have competent staff in a partnership relationship with the board. ELA :What are you most proud of achieving since becoming CEO? Wheeler:Accomplishments such as having an ambitious 2010 impact goal to reduce heart disease and stroke and risk by 25 percent with an accompanying strategic plan; significant efforts for improving the quality of health care delivery by focusing on health care systems and development of prevention guidelines; taking a prominent role in advocacy to local, state and federal governments for improved public health policy; and internal changes that remove artificial barriers and reduce duplication and redundancy � and helping to grow people, both volunteer and staff leaders. ELA :What do you enjoy most about your job? Wheeler:The association’s mission, a fast-paced and dynamic environment and the people with whom I interact. ELA :What do you like the least? Wheeler:Bureaucracy. ELA :What did you do before becoming GC at AHA? David Livingston, corporate secretary and general counsel, American Heart Association, Dallas:My pre-AHA life was so long ago. After University of Texas law school, I went to work as an attorney with Phillips Petroleum Co. before joining the AHA in 1979. Before that, I worked for the North Carolina state government and was an Air Force officer before that. ELA :The impact of the Sarbanes-Oxley Act of 2002 has been top-of-mind for public companies over the past several years. What are some of the corporate governance issues facing nonprofit organizations, such as the American Heart Association? Livingston:Although AHA has adopted many of the provisions of Sarbanes-Oxley, the AHA was ahead of the curve in terms of governance accountability and integrity, internal controls, conflict of interest procedures, etc. I think that not-for-profit organizations will be expected by the public � and maybe by the government � to generally comply with the standards of Sarbanes-Oxley. There are also state laws such as the California Nonprofit Integrity Act that directly apply to not-for-profits. Overall, I think that such compliance will be critical for the public to continue to have confidence in charitable organizations. While it may be a challenge to devote the resources and efforts required to meet Sarbanes-Oxley and similar standards, it will result in more accountable, more transparent and better-run charitable organizations. That will protect the integrity and reputation of charitable organizations and help assure continued public support. ELA :What kind of legal issues have you faced at AHA? Livingston:Most of the issues relate to the core business activity that involves the use of the American Heart Association’s intellectual property, such as copyrights, service marks and patents, but there’s a range of issues as you would expect in a large corporation, including employee matters, tax and regulatory matters, litigation and dispute management, and internal governance matters. ELA :What advice would you give to an attorney who wants to transition out of a strictly legal role into one on the business side? Livingston:That sounds like a big decision. A person should strive for a position in which she or he can be a top performer in terms of being both professionally successful and fulfilled and personally happy. A law degree and legal training do represent a credential that prepares one to be effective and successful in business and management roles outside of the traditional lawyer roles. An obvious example is the analytical and communications skills that are prized in the practice of law are easily translatable to nonlegal business jobs. My advice is to do what you think is most satisfying for you � but after you give it lawyerly consideration. I don’t know if it’s true, but a concern would be that it might not be as easy to transition back into a lawyer job from a business job as it is to go from a lawyer job to a business job. ELA :What is the size of your in-house legal staff? Livingston:Four full-time attorneys in addition to me, plus two paralegals, a records manager and project coordinator. We also have long-standing relationships with two attorneys who work part-time on a contract basis. ELA :Have you had to increase the size of your legal department because of new or more legal challenges? Livingston:The legal department has increased slowly over time based on a growing workload. I’d certainly like to increase it now because of the increasing workload, which reflects the growth and innovative programs and activities of the AHA. For instance, we’re becoming involved in cause initiatives � such as Go Red for Women, Alliance for a Healthier Generation with the Clinton Foundation, and Power to End Stroke � that combine community programs, public and professional education, and fundraising in an effort to improve health. We’re also much more involved internationally with, for example, our scientific journals, scientific conferences and emergency cardiovascular care standards and training materials. ELA :What is the most interesting deal or piece of litigation in which you have been involved and why? Livingston:There are many. There have been some personal-injury cases that are interesting in the way an argument has been developed to assert that the AHA is liable but, while intellectually interesting, personal-injury cases by their very nature always involve some form of human tragedy. Service mark issues also fascinate me. For example, it seems ironic that the AHA created the heart-and-torch service mark but we now find ourselves as a potential infringer in some countries where local groups have registered the mark in those countries, noting that the common rule outside of the U.S. is the first to register the mark wins rather than the first to use the mark as is the U.S. rule. I’ve also become very interested in lobbying and campaign rules for tax-exempt organizations, which have yielded some interesting questions for us as we increasingly become involved in advocacy as a way to achieve our public health goals. Managing the legal issues related to the AHA changing from an association of 56 separately incorporated entities into a single corporation was another opportunity to learn. Aside from strictly legal matters, I’ve very much enjoyed participation in various business and scientific issues such as corporate relations, or the ethical and moral issues related to stem cell research. I’ve learned a lot. ELA :What do you enjoy most about your job? Livingston:Three things. First, working for a great organization like the American Heart Association. What a great client! My position enables me to see the American Heart Association as a whole and, hopefully, I can help the association move toward achievement of its important mission and strategic goals both through the work of the legal department to facilitate our programs and activities and through the role of a senior manager in the corporation. Second, the breadth and variety of issues and problems that I encounter � both legal and management. It’s stimulating, even though sometimes overstimulating. Third, the relationships with AHA volunteers and employees who are dedicated to the AHA’s mission inspire me. ELA :What do you like the least? Livingston:Like many others, the constant challenge of reconciling an increasing workload with scarce human and financial resources. On a more personal note, it’s an increasing challenge to dedicate time for professional activities outside of the job. ELA :What has been the most satisfying moment for you as GC at AHA? Livingston:One that stands out was working with the National Health Council to resolve an issue with a group of state attorneys general a few years ago relating to their concern about the relationships of charitable organizations with for-profit businesses and their commercial products. It is important that charities be able to have sponsorship and promotional relationships with corporations in order to leverage a charity’s scarce resources in developing and implementing programs and services without unnecessary and burdensome regulatory oversight while, at the same time, without any consumer deception. Stephanie Morris is a Florida-based freelance writer.

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