printREBECCA L. HILTZ LEBLANC, an Associate on our Litigation Team, and KATHRYN A. RAYMOND, a Partner on our Business Law Team, were both recently interviewed and featured in articles for Canadian Lawyers Magazine and the CBA Young Lawyers' Newsletter, respectively.
REBECCA L. HILTZ LEBLANC, an Associate on our Litigation Team,was interviewed and featured in a Canadian Lawyer Magazine article titled, "Everyone's a Critic". To read the article, which highlights Rebecca's work/life balance, please follow the link below:
http://www.canadianlawyermag.com/Everyone-s-a-critic.html
KATHRYN A. RAYMOND, a Partner on our Business Law Team, was interviewed and featured in a CBA Young Lawyers' newsletter article titled, "Serving on a Not-For-Profit Board".
Serving on a Not-For-Profit Board
You've been asked to serve on a not-for-profit board. Before you say yes, here are a few questions you should ask.
The benefits of serving on a board can be many: you can work to bring about change in an area you are passionate about, and it’s a way to give back to the community. But before you make a commitment, it’s important to ask a few questions:
1. Why do they want me on the board? Serving on a board does not make the organization your client. Ideally, “they will want you on the board because they see you as a value-add to increase the overall competency of the board itself and not because they think now they will have their own lawyer on the board,” says Kathryn Raymond, a partner with Boyne Clarke Barristers & Solicitors in Dartmouth, Nova Scotia. Raymond has advised many boards in her professional capacity, especially in the health care sector, and has served on other boards as a volunteer, including the Mental Health Foundation of Nova Scotia and Nova Scotia Health Organizations Protective Association. Asking this question now, she says, can avoid misunderstandings later.
2. What am I getting myself into? “Sit down with the Chair or Executive Director and look at the financial statements,” says Sean Muggah, a partner with Borden Ladner Gervais in Vancouver. Muggah, who sits on the board of Covenant House, which helps youth in crisis, as well as the boards of two other charitable organizations, advises doing your due diligence so there are no surprises. “You should have discussions about the organization’s work, future plans, and liability risks. “Ask if there are any actions against it. Do they have directors’ insurance?”
3. Do I have the time? Lawyers get asked to serve on a lot of boards, and sometimes it’s flattering to be asked, and hard to say no. But you owe both yourself and the organization your commitment to the cause. Are you really interested in the work of the board? There is much more of an expectation nowadays that all board members will pull their weight, and not just be members in name only--so you need to be prepared to roll up your sleeves and do the work required, says Raymond.
4. How can I best serve? “Each person brings a different set of strengths and weaknesses to the table,” Muggah notes. “Boards require different levels of engagement.” Are you the type of person who can best help with focusing the strategic vision of the organization, or are you a hands-on person who prefers to help with events?
5. Am I in a conflict of interest? Sometimes, what lawyers really want is to have the organization as a client, and joining the board might not be the best way to go about that, says Raymond. “As a member of a board you have an obligation to the board as a whole, and you need to be respectful of being only one vote. If you are on a board and giving legal advice, then you are de facto giving advice to the other board members on how they should vote. It is hard to have a frank discussion about the advice given if the person who gives it is sitting there. It’s better to have legal advice come from the outside.”
6. What happens if a lawyer's firm is hired to do work for a not-for-profit of which the lawyer is a director? A potential conflict can often be managed by adhering to the conflict of interest disclosure obligations of the applicable statute under which the not-for-profit is incorporated, and the policy requirements (if any) of the not-for-profit itself. "Given the potential for conflict, this is obviously an issue with respect to which the lawyer-director needs to remain vigilant," says Muggah.
7. Is good governance is priority in the organization? Both Muggah and Raymond agree that lawyers on boards can help play an important role in the governance of an organization. “Governance includes ensuring that bylaws are concordant with the activities of the organizations, keeping an eye on the conduct of the meetings to make sure that decisions are made in an appropriate manner, making sure positions are being filled, elections are properly held, and that membership approval is handled in the correct way,” says Muggah. Raymond concurs. “Being with an organization early on can really help with developing good governance practices. Once the board members understand their roles, they can better direct their energy to the work of the organization.”
Sitting on not-for-profit boards can be a rewarding and fulfilling experience, if you go into it with both an open heart--and open eyes.
— Valerie Mutton
This article appeared in the Canadian Bar Association’s Young Lawyers e-newsletter (January 2010), published by CBA PracticeLink and National Magazine. Reprinted with permission. All rights reserved.
REBECCA L. HILTZ LEBLANC, an Associate on our Litigation Team,was interviewed and featured in a Canadian Lawyer Magazine article titled, "Everyone's a Critic". To read the article, which highlights Rebecca's work/life balance, please follow the link below:
http://www.canadianlawyermag.com/Everyone-s-a-critic.html
KATHRYN A. RAYMOND, a Partner on our Business Law Team, was interviewed and featured in a CBA Young Lawyers' newsletter article titled, "Serving on a Not-For-Profit Board".
Serving on a Not-For-Profit Board
You've been asked to serve on a not-for-profit board. Before you say yes, here are a few questions you should ask.
The benefits of serving on a board can be many: you can work to bring about change in an area you are passionate about, and it’s a way to give back to the community. But before you make a commitment, it’s important to ask a few questions:
1. Why do they want me on the board? Serving on a board does not make the organization your client. Ideally, “they will want you on the board because they see you as a value-add to increase the overall competency of the board itself and not because they think now they will have their own lawyer on the board,” says Kathryn Raymond, a partner with Boyne Clarke Barristers & Solicitors in Dartmouth, Nova Scotia. Raymond has advised many boards in her professional capacity, especially in the health care sector, and has served on other boards as a volunteer, including the Mental Health Foundation of Nova Scotia and Nova Scotia Health Organizations Protective Association. Asking this question now, she says, can avoid misunderstandings later.
2. What am I getting myself into? “Sit down with the Chair or Executive Director and look at the financial statements,” says Sean Muggah, a partner with Borden Ladner Gervais in Vancouver. Muggah, who sits on the board of Covenant House, which helps youth in crisis, as well as the boards of two other charitable organizations, advises doing your due diligence so there are no surprises. “You should have discussions about the organization’s work, future plans, and liability risks. “Ask if there are any actions against it. Do they have directors’ insurance?”
3. Do I have the time? Lawyers get asked to serve on a lot of boards, and sometimes it’s flattering to be asked, and hard to say no. But you owe both yourself and the organization your commitment to the cause. Are you really interested in the work of the board? There is much more of an expectation nowadays that all board members will pull their weight, and not just be members in name only--so you need to be prepared to roll up your sleeves and do the work required, says Raymond.
4. How can I best serve? “Each person brings a different set of strengths and weaknesses to the table,” Muggah notes. “Boards require different levels of engagement.” Are you the type of person who can best help with focusing the strategic vision of the organization, or are you a hands-on person who prefers to help with events?
5. Am I in a conflict of interest? Sometimes, what lawyers really want is to have the organization as a client, and joining the board might not be the best way to go about that, says Raymond. “As a member of a board you have an obligation to the board as a whole, and you need to be respectful of being only one vote. If you are on a board and giving legal advice, then you are de facto giving advice to the other board members on how they should vote. It is hard to have a frank discussion about the advice given if the person who gives it is sitting there. It’s better to have legal advice come from the outside.”
6. What happens if a lawyer's firm is hired to do work for a not-for-profit of which the lawyer is a director? A potential conflict can often be managed by adhering to the conflict of interest disclosure obligations of the applicable statute under which the not-for-profit is incorporated, and the policy requirements (if any) of the not-for-profit itself. "Given the potential for conflict, this is obviously an issue with respect to which the lawyer-director needs to remain vigilant," says Muggah.
7. Is good governance is priority in the organization? Both Muggah and Raymond agree that lawyers on boards can help play an important role in the governance of an organization. “Governance includes ensuring that bylaws are concordant with the activities of the organizations, keeping an eye on the conduct of the meetings to make sure that decisions are made in an appropriate manner, making sure positions are being filled, elections are properly held, and that membership approval is handled in the correct way,” says Muggah. Raymond concurs. “Being with an organization early on can really help with developing good governance practices. Once the board members understand their roles, they can better direct their energy to the work of the organization.”
Sitting on not-for-profit boards can be a rewarding and fulfilling experience, if you go into it with both an open heart--and open eyes.
— Valerie Mutton
This article appeared in the Canadian Bar Association’s Young Lawyers e-newsletter (January 2010), published by CBA PracticeLink and National Magazine. Reprinted with permission. All rights reserved.