QUESTION: On our board, the board president claims that only he can call a lawyer. The other directors must ask him a question and he will decide if it should be passed on or if a follow-up question is permitted.
RESPONSE: He is correct, provided the rest of the board agrees to that arrangement. For most associations, making the president and the manager the contact points for the attorney is a common sense way of keeping legal expenses under control. Otherwise, allowing five directors to call and talk the ear off the attorney will significantly run up legal fees. Moreover, the attorney may receive conflicting instructions from five directors. Accordingly, most boards designate the president to act as liaison with the attorney so as to avoid conflicting instructions and unnecessary legal fees.
Board Control. The president, however, cannot block requests for legal guidance on issues. If, during a board meeting, a director asks for a legal opinion on an issue and a majority of the directors support that request, the president cannot overrule the request. The director requesting the legal opinion can also vote on his own request.
Representation. The association's attorney represents the corporation not individual directors. Even so, the attorney's communications with directors and management are subject to attorney-client privilege.
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