October 2006
President's Column: A New Corporate Conduct Policy
BY REW GOODENOW, STATE BAR OF NEVADA PRESIDENT
During the August 24, 2006 State Bar Board of Governors’ meeting held in Winnemucca, the Board adopted a new corporate conduct policy. We are grateful to board member Gregory Kamer for preparing the initial draft of the policy. The staff, whose conduct it also governs, reviewed the recommendations.
Our conduct policy represents the culmination of a summer-long period of study and reflection. I first proposed the idea of a conduct policy to Vince Consul, who placed the issue on our agenda for June 2006. The policy is reprinted in full on page (?).
Corporate conduct and the effects of poor ethical judgments upon entire organizations and businesses have captured headlines over the past several years. It has become commonplace for publicly traded companies and for public governing bodies to adopt guidelines for ethical conduct. Our new policies were adapted from a model code recommended by the American Bar Association. Remaining true to our State Bar of Nevada tradition, we changed the policies a bit.
The policies simply state general principles. We have attempted to provide guidance, not a rigid set of regulations. Flexibility and adaptability to many different challenges seemed more important than providing for numerous specific incidents.
Our experience on the Board and with the employees at the State Bar of Nevada shows that the majority of us will face ethical dilemmas in performing our duties. Most of us perform well. Sometimes we disagree. Hopefully, this set of principles will help to limit the disagreements.
Most lawyers display a fairly refined understanding of ethical issues. It seems that we are, as a profession, uniquely aware when a situation arises with various choices that present ethical issues. Paradoxically, we cannot always agree upon the “best practices.”
Many times, situations presented to the Board of Governors and staff involve lawyers, but are not easily resolved by reference to the Rules of Professional Conduct. For example, in order to preserve the confidentiality of program participants in Lawyers Concerned for Lawyers, should we refrain from requiring expenditure reports that contain detailed explanations of the use of funds? Ordinarily, we require detailed accountability for all State Bar of Nevada funds. Historically, we have always maintained that the importance of confidentiality to the integrity and effectiveness of this program justifies our relaxation of the prevailing rule regarding expenditures.
When we consider the rapid growth of the membership and the growing media interest in the law, legal system, lawyers and other participants in the justice system, proactively focusing upon the conduct of the Board and employees makes sense. Last month, at least three major news stories regarding the conduct of lawyers and judges arose. This now represents an average month.
My hope is that our conduct policy will assist us in serving the public and Nevada’s lawyers by enabling us to provide calm, credible guidance when public issues, such as the recent challenges to the independence of the judiciary arise. If our conduct is not the news story, but provides the solution or guidance regarding the news story, then we accomplish a fundamental improvement in our justice system. If the public believes that our only purpose is to protect our own economic interests by preserving the right to outrageous and misleading advertisements and to avoid responsibility for frivolous lawsuits - and let’s face it, many do feel this way - then we will exert little moral force when it comes to defending the role of the courts as a fundamental democratic institution.
Of course, no set of policies or procedures will change the hearts and minds of our members. Moral people generally act morally and immoral people act immorally. Most of us recognize the adage that rules are meant to be broken.
Regardless, a corporate conduct policy can provide guidelines that serve as a reminder. Our adoption of the policy calls for us to review the policy after its one-year anniversary. This should provide a process for regularly educating board members and staff.
The act of adopting a policy and then talking about it publicly may help in establishing a culture consistent with the principles espoused in the conduct policy.
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STATE BAR OF NEVADA
BOARD OF GOVERNORS
CONFLICT OF INTEREST POLICY
The Board of Governors of the State Bar of Nevada (“State Bar”), its officers, employees, committee members and section officers must act at all times in the best interests of the State Bar and not for personal or third-party gain or financial enrichment. When encountering potential conflicts of interest, Board members shall identify the potential conflict and as required, remove themselves from all discussion and voting on the matter. Specifically, members of the Board of Governors and those mentioned above shall:
 | avoid placing (and avoid the appearance of placing) one’s own self-interest or any third-party interest above that of the State Bar; while the receipt of incidental personal or third-party benefit may necessarily flow from certain State Bar activities, such benefit must be merely incidental to the to the primary benefit to the State Bar and its purposes; |
| not abuse their Board membership by improperly using their Board membership or the staff of the State Bar, services, equipment, materials, resources, or property for their personal or third-party gain or pleasure, and shall not represent to third parties that their authority as a Board member extends any further than that which it actually extends; |
| not engage in any outside business, professional or other activities that would directly, or indirectly, materially adversely affect the State Bar; |
| not engage in or facilitate any discriminatory or harassing behavior directed toward the State Bar staff, members, officers, directors, meeting attendees, exhibitors, advertisers, sponsors, suppliers, contractors, or others in the context of activities relating to the State Bar; |
| not solicit or accept gifts, gratuities, free trips, honoraria, personal property, or any other item of value from any person or entity as a direct or indirect inducement to provide special treatment to such donor with respect to matters pertaining to the State Bar without fully disclosing such items to the Board of Governors; |
| provide goods or services to the State Bar as a paid vendor to the State Bar only after full disclosure to, and advance approval by, the Board, and pursuant to any related procedures adopted by the Board; |
| not persuade or attempt to persuade any employee of the State Bar to leave the employ of the State Bar or to become employed by any person or entity other than the State Bar; |
| not persuade or attempt to persuade any member, exhibitor, advertiser, sponsor, subscriber, supplier, contractor, or any other person or entity with an actual or potential relationship to or with the State Bar to terminate, curtail or not enter into its relationship to or with the State Bar, or to in any way reduce the monetary or other benefits to the State Bar of such relationship; |
| disclose, in writing, if the Board member is related to another Board member or any staff member by blood, marriage or domestic partnership; and |
| disclose, in writing, if the Board member is involved in any business or other professional relationship with any staff member. |
This policy shall apply not only to all members of the Board of Governors, but also shall apply to all members of State Bar committees, task forces, and others in the State Bar governance structure, as well as to all State Bar employees. All references herein to the Board of Governors shall be construed also to refer to these additional individuals.
The Executive Committee of the Board of Governors shall operate as a compliance committee to insure the proper application and implementation of this policy.