Can a lawyer be both legal counsel for a nonprofit corporation and a member of its board of directors?
Apply this to your situation
This page answers the general question as of 1996. Ask about yours and see what the current Washington Rules of Professional Conduct say for your facts, with citations.
Plain-English summary
The committee was of the opinion that a lawyer may serve as corporate counsel for a private nonprofit corporation and also serve on its board of directors, provided the lawyer otherwise complies with the requirements of RPC 1.7 regarding conflicts of interest.
Currency note
This opinion was issued in 1996, before the Washington State Bar Association's adoption of the 2006 revisions to the Rules of Professional Conduct. 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 Treat this page as historical context, not current guidance.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 rule, deadline, or requirement mentioned here. Washington's RPC 1.7 corresponds to ABA Model Rule 1.7 (conflicts of interest).
Common questions
Q: Can a nonprofit's lawyer also serve on its board?
A: The committee was of the opinion that the lawyer may hold both roles, provided the lawyer otherwise complies with RPC 1.7 on conflicts of interest.
Q: What is the condition on holding both roles?
A: The committee conditioned the dual role on compliance with RPC 1.7, the conflicts-of-interest rule.
Background and rules framework
The opinion applied RPC 1.7 (conflicts of interest, corresponding to ABA Model Rule 1.7) to the dual role of serving a nonprofit corporation as both counsel and director. The committee permitted the combined role rather than barring it, while making compliance with RPC 1.7 the governing condition.
Citations and references
Rules of Professional Conduct:
- ABA Model Rule 1.7 (conflicts of interest); Washington RPC 1.7
See also
- WSBA Ethics Op. 1160: Conflict Cured by Consent
- WA Ethics Op. 1667: Suing a Client's Treating Doctor
Source
- Landing page: https://ao.wsba.org/print.aspx?ID=760
Original opinion text
Reproduced from the official source for research purposes. The linked source is authoritative.
Advisory Opinion: 1686
Year Issued: 1996
RPC(s): RPC 1.7
Subject: Lawyer serving as both corporate counsel and on board of directors
The Committee was of the opinion that a lawyer may serve as a corporate counsel for a private non-profit corporation and serve on its board of directors provided that the lawyer otherwise complies with the requirements of RPC 1.7 regarding conflicts of interest.
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