The Oklahoma Bar Journal December 2024

ENDNOTES 1. BoardSource, “Understanding Nonprofit Board Legal and Compliance Issues” (last updated Aug. 25, 2023), https://bit.ly/4efuerK. 2. Id. 3. Oklahoma Rules of Professional Conduct, Rule 1.7. 4. Id. at Comment 35. 5. Id. 6. “Board Roles and Responsibilities,” National Council of Nonprofits, https://bit.ly/48y60b0 (last visited July 9, 2024). 7. Indep. Sector, Principles for Good Governance and Ethical Practice: A Guide for Charities and Foundations 21 (2d ed. 2015). 8. Thomas Lee Hazen and Lisa Love Hazen, “Punctilios and Nonprofit Corporate Governance - A Comprehensive Look at Nonprofit Directors’ Fiduciary Duties,” 14 U. PA. J. BUS. L. 347, 375 (Winter 2012). 9. Id. at 385-87. 10. Id. 11. Id . at 381. 12. 18 O.S. §865 (OSCN 2024). 13. Id . at §866(B). 14. Id . at §867(1)-(3). 15. Oklahoma Rules of Professional Conduct, Rule 1.1. 16. Id. at Comment 2.

17. Michelle Berger and Gene Takagi, “Advice for Attorneys Serving on a Nonprofit Board,” Alameda County Bar Association Blog (June 1, 2017), https://bit.ly/4f9ZAkR; See also Thomas C. Grella, “Service to Nonprofits: Dealing with the Conflict of-Interest Dilemma of Dual Service,” Law Practice Magazine. (July 1, 2024), https://bit.ly/4fwqcwj. 18. Id. 19. D.C. Bar, Ethics Opinion 382 (August 2021), https://bit.ly/4eebqZZ (discussing lawyer directors representing entity-clients). 20. Id. 21. Id. 22. Id. 23. Oklahoma Rules of Professional Conduct, Rule 1.7 at Comment 1. 24. Id. 25. Id. at Comment 8 (“Even where there is no direct adverseness, a conflict of interest exists if there is a significant risk that a lawyer’s ability to consider, recommend or carry out an appropriate course of action for the client will be materially limited as a result of the lawyer’s other responsibilities or interests.”). 26. Id. at Comment 35 (“If there is material risk that the dual role will compromise the lawyer’s independence of professional judgment, the lawyer should not serve as a director or should cease to act as the corporation’s lawyer when conflicts of interest arise.”).

27. Oklahoma Rules of Professional Conduct, Rule 1.6(a). 28. ABA, Formal Op. 98-410 (Feb. 27, 1998) (discussing lawyers serving as a director of a client corporation). 29. Id. 30. Id. 31. Id. 32. Id. 33. Id. ( citing 169 F. Supp. 622, 631 (S.D.N.Y.) app. dismissed , 268 F.2d 192 (2d Cir. 1959)). 34. Oklahoma Rules of Professional Conduct, Rule 1.7 at Comment 35 (“The lawyer should advise the other members of the board that in some circumstances matters discussed at board meetings while the lawyer is present in the capacity of director might not be protected by the attorney-client privilege and that conflict of interest considerations might require the lawyer’s recusal as a director or might require the lawyer and the lawyer’s firm to decline representation of the corporation in a matter.”). 35. ABA, Formal Op. 98-410 (Feb. 27, 1998) (discussing lawyers serving as a director of a client corporation).

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