Lawyers on boards play crucial role

When the Blackstone Valley Advocacy Center bought and expanded into a new building in the early 1990s, Joseph M. DiOrio, a board member and practicing attorney, drafted the purchase and sale agreement and represented the Pawtucket-based nonprofit at the closing.

Free legal services such as DiOrio provided for the agency, then known as the Blackstone Shelter, are typical, according to lawyers and nonprofit administrators in the state. Relationships in Rhode Island’s legal and nonprofit communities run deep, and hundreds of smaller nonprofits in the state that operate with shoestring budgets rely on attorney board members as their main (and often only) source of legal advice and, occasionally, legal representation.

“Realistically, that’s a way for them to get free legal advice,” Paul A. Silver, a partner in the Providence office of Hinckley, Allen & Snyder LLP, said of the smaller nonprofits. “They try not to go out and hire a lawyer unless they have a very specific legal problem, and hopefully they don’t run into those kinds of problems very often and just sort of get along on pretty much base information from the people on their board.”

In a situation typical at most of the top-shelf corporate law firms in the state, numerous attorneys – and almost all partners – at Hinkley, Allen & Snyder sit on the boards of nonprofit organizations in their communities, said Silver, a board member for the Rhode Island Holocaust Memorial Museum in Providence.

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A partial list of nonprofit organizations with Hinkley, Allen & Snyder attorneys as board members includes Trinity Repertory Company in Providence, the Gamm Theatre in Pawtucket, the American Lung Association of Rhode Island and the Rhode Island Federation for the Blind, Silver said.

And attorneys at large law firms aren’t the only ones serving in that capacity; many lawyers at small firms or with solo practices also serve on the boards of nonprofits or do significant business with nonprofits.

Newport-based Bardorf & Bardorf, a father-and-son firm with a substantial nonprofit practice, offers nonprofit clients with limited budgets sliding-scale fee arrangements and also a fair amount of pro bono legal services, said Mark Bardorf, in business with his father, Brian.

“We do a lot of pro bono work for nonprofits,” he said. “I don’t know what the numbers are, but I think in Newport that nonprofits are a pretty significant industry.”

A 2005 report done by the Feinstein Institute for Legal Services and financed by The Rhode Island Foundation to assess the amount of work private lawyers in the state were doing pro bono, found that most of the work being done in the state was by lawyers in small firms or with solo practices, and mostly by lawyers who had been practicing for more than two decades.

Such is the case with William M. Ryan, who has been a lawyer for decades and operates a solo practice in northern Rhode Island and Blackstone, Mass. Ryan, who has served on the board of NRI Community Services, a local mental health services organization, and is currently its chairman, said he viewed the work as giving back to the community that he has built a career and raised his children in.

Ryan, who worked as a mental health counselor before becoming a lawyer, was invited to join the board of NRI Community Services because, he said, “they were looking for someone who had a familiarity with mental health, who had worked in the field before and also had a legal background.”

In most cases, attorneys serving on boards or providing pro bono legal services to nonprofits pick organizations for which they have a personal interest or connection, Ryan said. For example, those who work with nonprofits such at the American Cancer Society or the American Diabetes Association often have family members who suffer with the diseases, he said.

“You don’t just decide out of the blue to do this,” Ryan said.

Despite the free legal advice they often give in their role as board members, attorneys will often refer the nonprofit organization to another lawyer in cases that involve possible litigation, Silver said.

“There are all of these obviously relatively narrow niches in the legal sphere that, even if you have a lawyer on your board, he or she may not be familiar enough with that particular area to give representation,” he said.

But just the day-to-day legal advice from a knowledgeable attorney is helpful for organizations with limited resources, said Linda Impagliazzo, executive director of Blackstone Valley Advocacy Center. The organization, which provides services to victims of domestic abuse, benefits from having D’Orio and Ralph R. Liguori, an attorney at Cooley Manian Jones in Providence, as members of its board, she said.

“As issues arise, we definitely utilize their services,” Impagliazzo said. “I mean, especially looking at our bylaws, looking at our personnel policies, to give the legal perspective is very important. Either one of them will help us with any issue that we may have, and they really put a perspective on it that someone who’s not in the legal field wouldn’t have, and it really helps quite a bit.” •