The purpose of this policy is to set out the reporting relationship between APTA’s General Counsel, the Board of Directors, the Executive Committee and the President & CEO.
This policy applies to the General Counsel, the Board of Directors, the Executive Committee and the President & CEO.
District of Columbia Rule of Professional Conduct 1.13 and D.C. Ethics Opinion 305
Term: General Counsel
Definition: Black’s Law dictionary defines General Counsel as “a senior partner in a law firm or the firm’s full-time employee who is a senior lawyer representing the firm.” For purposes of this policy, APTA’s General Counsel is a full-time senior lawyer that represents APTA.
a. General Counsel—Provides legal advice and counsel to APTA’s Board of Directors and its Executive Committee as well as the President & CEO in their capacity as the executive leading APTA. The General Counsel represents APTA and does not represent individual members of APTA.
b. President & CEO—Serves as supervisor for the General Counsel regarding work responsibilities for APTA. The President & CEO utilizes the General Counsel to carry out strategic initiatives and the day-to-day management of APTA. The General Counsel provides legal advice to the President & CEO regarding APTA matters, however, the General Counsel does not provide legal counsel to the President & CEO regarding personal matters.
c. Executive Committee and Board of Directors—Seeks legal counsel from the General Counsel regarding a variety of matters before the association. While the General Counsel is the primary legal advisor to the Executive Committee and Board of Directors, the Executive Committee may also seek outside counsel as allowed by the APTA bylaws.
Within APTA, there is only one senior attorney that provides legal advice to the Board of Directors, Chair, the President & CEO and other senior management at APTA. The General Counsel has a fiduciary responsibility to provide legal advice to APTA that benefits the association and not one individual or entity within APTA.
A General Counsel is typically the head of a legal department and is responsible for the legal affairs of the entire organization. The District of Columbia Rule of Professional Conduct 1.13 and D.C. Ethics Opinion 305 provide that a lawyer who represents a trade association or other similar organization “represents the organization acting through its duly authorized constituents” and “is deemed to represent that specific entity and not its members or other constituents.” Information obtained by the trade association’s attorney during their duties is protected by attorney-client privilege and the lawyer has a duty to maintain the trade association’s confidences. Further a lawyer for a trade association is not prohibited from representing the trade association in a matter adverse to a member so long as the attorney advises the member of the conflict or potential conflict and advises them to obtain independent representation.
With the passage of APTA’s revised bylaws on May 7, 2017, the position previously known as “Chief Counsel” will be renamed as “General Counsel” consistent with this policy.
Certification of Secretary/Treasurer
I hereby certify that the above “Board of Directors’ Attendance Policy” was adopted by the Board of Directors of APTA at a properly called meeting with an appropriate quorum present.
This 7 day of October, 2017
Printed name: Kim Green
Signature: ______Signature on file______________
Acknowledgment of APTA Chair
This 7 day of October,2017
Printed Name: Nathaniel P. Ford, Sr.
Signature: _______Signature on file_____________