Local newspapers regularly report that a lawyer has joined the board of a theatre, museum, hospital or charity. Lawyers are popular board members: they understand governance, contracts and risk. Serving is also a way for lawyers to contribute to their communities. But it raises some professional questions that both the lawyer and the organisation should think about.
What lawyers bring
Boards of small nonprofits often have little in-house expertise. A lawyer can help the board understand its legal duties, notice when something needs proper advice, and ask the right questions about leases, employment, fundraising rules or grant conditions. In places with historic buildings, such as restored theatres, there are often complicated questions about property, historic preservation and public funding.
The ethical issues
- Whose lawyer are you? A board member who happens to be a lawyer is not automatically the organisation's lawyer. If board members start relying on their colleague's legal opinions, it may be unclear whether a lawyer-client relationship exists, with consequences for confidentiality, privilege and liability. Many lawyers make clear in writing that they serve as directors, not counsel.
- Conflicts of interest. Under the conflict rules in the American Bar Association's Model Rules (Rule 1.7 and related rules), a lawyer must consider whether board service creates conflicts with existing clients, for example if a client is in a dispute with the organisation.
- Doing the legal work. If the lawyer's firm also does paid work for the organisation, the board should manage that as a related-party transaction, with the lawyer stepping out of decisions about it.
- Liability. Directors can face claims. Organisations usually carry directors and officers (D&O) insurance, and lawyer-directors should check whether their professional insurance covers board activities.
Good practice
Nonprofit governance organisations suggest that boards adopt a written conflict-of-interest policy, record when members step out of decisions, and obtain independent legal advice on significant matters. That protects the organisation and the lawyer.
Why it matters
Civic institutions rely on volunteers with professional skills. Clear lines between a volunteer's role and their professional work keep that help valuable rather than risky.