Bench & Bar

JAN 2018

The Bench & Bar magazine is published to provide members of the KBA with information that will increase their knowledge of the law, improve the practice of law, and assist in improving the quality of legal services for the citizenry.

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21 BENCH & BAR | ALLYSON TRUE COOK is counsel in the Covington, Ky., office of Stites & Harbison, PLLC, and practices in the areas of construction, real estate, healthcare and business litigation. She is a member of the firm's construction, real estate and healthcare service groups. with such care, including reasonable inquiry, as a prudent person would reasonably exercise in a similar position and under similar circumstances. 19 us the duties and responsibilities of the managers are similar to the duties and responsibilities of a corporate board of directors for a nonprofit. As with nonprofit corporations, conflicts of interest are resolved similarly, and the business judgment rule applies to the actions of the managers as well. 20 e governing principles of an unin- corporated nonprofit association, if found in a record, may limit or eliminate manager liability except for amounts of improperly received financial benefits, intentional infliction of harm, inten- tional violation of the law, breach of the duty of loyalty or improper distributions. 21 An attorney who is considering serving as a manager of an unincorporated nonprofit associ- ations should consider any ethical limitations or conflicts prior to serving as a manager. If asked to be a manager of an unincorporated nonprofit association, an inquiry should be made as to whether the governing principles eliminate or limit the liability of the managers. CONCLUSION For most attorneys, the experience of serving as a board member for a nonprofit entity can be professionally and personally rewarding, and all the more so if he or she exercises due diligence in determining whether to serve on a nonprofit board. Once in a board position, the attorney has a continuing obligation to review that board relationship to determine if any conflicts or eth- ical limitations have arisen since the attorney joined the board. If no conflicts or ethical issues preclude service, an attorney may provide years of valuable service to the nonprofit entity, all for the greater good. Check out page 5 to see our speakers for the 2018 convention! ENDNOTES 1. See Ky. Rev. Stat. §273.215(1). 2. Id. § 273.215(2). 3. Davis v. Innwood Condo. Prop. Owners Ass'n, 2014 Ky. App. Un- pub. LEXIS 500, at *10-11(Ct. App. June 27,2014). 4. Id. § 273.215(3.) 5. Id. § 273.215(4). 6. Id. § 273.215(1). 7. Ballard v. 1400 Willow Council of Co-Owners, Inc., 430 S.W.3d 229, 2013 Ky. LEXIS 579, 2013 WL 6134150 (Ky. 2013) (2010-SC-000533-DG). 8. Id. §273.219. 9. Id. 10. See SCR 3.130(1.7)(a). 11. SCR 3.130(1.7)(b). 12. SCR 3.130(1.13). 13. SCR 3.130(1.13), cmt.n.1. 14. SCR 3.130(2.1). 15. SCR 3.130(1.6). 16. Id. 17. Id. § 273A.005(11). 18. Id. § 273A.005(4). 19. Id. § 273A.100(2). 20. Id. § 273A.100(3) and (4). 21. Id. § 273A.100(5). ABOUT THE AUTHOR

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