In case you missed it, on September 11, 2013, the DAYL CLE Committee organized a panel discussion on ethic considerations when serving on the Board of Directors of a non-profit organization. The panel included Chad West (Founder, Chad West, PLLC), Robert J. Witte (Partner at Strasburger & Price, LLP), and Brittany Byrd (Associate at Winstead PC).
The main point to take away from the CLE was that before accepting a position on a Board you need to know your role. Do they expect you to serve as general counsel? Do they expect you to serve on an advisory board or a board that is more active in the operations of the organization? The expectations of the organization will inform your decision about whether or not to serve on the Board. Whether you’re at a firm, in-house, or providing legal services for a Board of Directors, the same ethical rules apply, you need to be sure that if the Board expects you to provide legal services, you can do so competently and ethically.
If the Board is not bringing you on to be the General Counsel, be very clear that you are there as a member of the Board, not as an attorney. Clear, open communication and full transparency when it comes to dealing with attorneys and firms outside of the Board of Directors are the best tools to avoid inadvertently crossing the line into providing legal services or facing accusations of self-dealing.
Be passionate about the organizations you choose to serve, be aware that you must treat your role on the Board as the fiduciary duty it is, separate and distinct from your duties as an attorney, and communicate the obligations imposed on you in both capacities clearly and respectfully and you’ll go a long way towards avoiding the potential ethical hazards of serving on a Board of Directors.