Legal Question in Legal Ethics in Rhode Island

Question raises many issues and omits many necessary facts, but starting point is to carefully review organizations By-Laws and formation documents.

Assuming Executive Board Member truly did exceed his or her authority in signing contract, then organization may either (i) ratify and confirm contract - akin to saying, "board member acted beyond authority, but organization will approve contract now as if we had approved then," or (ii) serve notice on all interested parties that organization repudiates - declines to ratify - contract, and return any proceeds or benefits received to date. This is with respect to the counterparty to the contract, of course.

With respect to the board member, recourse could run the gambit from removal to suit, depending on the many unstated facts and circumstances.

The organization should confer with an experienced lawyer, as everything it does is subject to scrutiny by, among others, the IRS, which theoretically could deny or terminate 501(c)(3) status depending on findings.

For your information, LawyersCollaborative offers as a community service low cost telephone consultations, limited engagements, and low-bono and pro-bono services in appropriate cases.

Best wishes,

Scott Summer, Staff General Counsel

LawyersCollaborative

401-965-7771

www.lawyerscollaborative.com

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