Lawyers
representing members or non-members do not have a right to attend board
meetings--the right to attend is reserved to members.
Civil
Code §1363.05(b).
By Proxy. Members cannot get around the exclusion by
sending their lawyer with a "proxy" since proxies apply only to
membership meetings, not board meetings. Moreover, proxies for
membership meetings are restricted to members.
Civil
Code §1363.03(d)(1)(A).
Potential Ethics Violation. Lawyers who attend board or
membership meetings on behalf of a client could be subject to discipline
by the State Bar for violation of
Rules of Professional Conduct
2-100:(A)
While representing a client, a member shall
not communicate directly or indirectly about the subject of the
representation with a party the member knows to be represented by
another lawyer in the matter, unless the member has the consent of
the other lawyer.
(B) For purposes of this
rule, a "party"
includes:
(1)
An officer, director, or managing agent of
a corporation or association, and a partner or managing agent of a
partnership; or
(2) An association member or an employee of
an
association, corporation, or partnership, if the subject of the
communication is any act or omission of such person in connection
with the matter which may be binding upon or imputed to the
organization for purposes of civil or criminal liability or whose
statement may constitute an admission on the part of the
organization.
Lawyers as Members. Lawyers who are members of the association may attend
board meetings provided they are attending in their capacity as members,
not lawyers.