Can I sit on the board of directors of a credit union while also serving as the credit union's lawyer?

Plain-English summary

The inquiring attorney asked about the ethical propriety of accepting a position on the board of directors of a federally insured credit union while simultaneously serving as legal counsel to the credit union.

The panel took the position that the attorney may accept a board position while simultaneously serving as legal counsel to the credit union, so long as the attorney's service in one of those capacities does not affect his or her independent professional judgment in the other capacity. The panel added that simultaneous service in the two positions would also be improper if they are used to gain a benefit or advantage that would not be available to an individual holding only one of these positions.

Currency note

This opinion was issued in 1991, after the Rhode Island Supreme Court adopted the Model Rules of Professional Conduct effective November 15, 1988. The Rhode Island Supreme Court later revised the Rules of Professional Conduct in 2007 as part of the nationwide Ethics 2000 process, which renumbered and amended several provisions. Subsequent rule amendments or later opinions may have changed the analysis. Treat this page as historical context, not current guidance. Verify against current rules before relying on any specific guidance mentioned here.

Common questions

Q: Can I be both a director and the lawyer for the same organization?

A: Under this opinion, yes, with conditions. The panel concluded the attorney may serve in both capacities so long as neither role affects the attorney's independent professional judgment in the other.

Q: When would the dual role become improper?

A: Per the opinion, it would be improper if the two positions are used to gain a benefit or advantage that would not be available to someone holding only one of them.

Q: What is the key concern the panel identified?

A: Per the opinion, the analysis turns on preserving the attorney's independent professional judgment across the two capacities.

Background and rules framework

The opinion does not cite a numbered Rule of Professional Conduct. It resolves the inquiry on the principle that a lawyer serving both as a director and as counsel to the same organization must preserve independent professional judgment in each capacity and must not use the dual role to obtain an advantage unavailable to a person holding only one position.

Citations and references

Rules of Professional Conduct:

• None cited. The opinion turns on preserving the attorney's independent professional judgment across the dual role.

Statutes:

• None cited.

Cases:

• None cited.

Other opinions cited:

• None cited.

See also

• RI EAP Op. 91-40: Title Insurer Prosecuting Actions in a Bank's Name
• RI EAP Op. 91-51: Successive Government Practice and the One-Year Bar

Source

• Landing page: https://www.courts.ri.gov/attorney-resources/Pages/Ethics-Advisory-Panel-default.aspx
• Original PDF: https://www.courts.ri.gov/Opinions/EAP%2091-58.pdf

Original opinion text

Best-effort transcription from a scanned PDF. Minor errors may remain; the linked PDF is authoritative.

Digest of Ethics Advisory Panel
Opinion #91-58, Request #156
Issued August 16, 1991

An attorney seeks Panel advice concerning the ethical propriety of accepting a position on the board of directors of a federally insured credit union while simultaneously serving as legal counsel to the credit union.

The Panel takes the position that the attorney may accept a position on the board of directors while simultaneously serving as legal counsel to the credit union so long as the attorney's service in one of those capacities does not affect his/her independent professional judgment in the other capacity. Simultaneous service in these two positions would also be improper if they are used to gain a benefit or advantage that would not be available to an individual holding only one of these positions.