Ethics Opinion

Opinion No. 76-32

December 1976

Summary: The fact that an attorney is one of the directors of a charitable corporation does not preclude him from being retained to render legal services to the corporation.

Facts: An attorney is a member of the board of directors of a charitable (Chapter 180) corporation which operates a private school. He has been asked to serve as "general counsel" to the corporation. His compensation will be in the form of a retainer as well as specific compensation for any services rendered. The attorney asks if this arrangement would give rise to a "conflict of interest."

Discussion: The attorney is obliged by Canon 5 to "... Exercise independent professional judgment on behalf of a client." Both of the positions which he will occupy encourage him to promote the interests of the corporation. There is no "conflict of interest" here since the attorney's position as director would not interfere with his obligations to his client.
Arrangements of this kind are widespread and customary in Massachusetts. We are not aware of any ethical objection to them.

Permission to publish granted by the Board of Delegates, 1976. As stated in the Rules of the Committee on Professional Ethics, this advice is that of a committee without official governmental status.