Why Do Lawyers Worry So Much?! How to Work With Your Non-profit’s Attorney
Today I was talking with a client about implementing a better system for keeping track of volunteers and their signed agreements. After talking for about five minutes she quickly interrupted me, and asked why I was so worried about everything going wrong. Matter of fact, she just couldn’t understand why all the attorneys she met acted as if things were inevitably going to go wrong. What is it with attorneys? Why does something always have to go wrong?!
I get this alot.
And though I try my hardest not to harp on all the possible negatives, I do try to get organizations to understand just how big a responsibility they take on the minute they incorporate. Not because I failed to take anti-depressants or ran out of prozac. But…. I think the best way to explain it is to give a little insight into law school.
My legal education, as well as that of many others, was almost entirely comprised of things that “never happen.” We read cases about flour barrels rolling surreptitiously out of windows, down a road, over the river and through the woods ultimately killing an unknowing by-stander. We briefed cases with coke bottles that randomly exploded, blinding those who only wanted to take a quick sip. All day, everyday our case-books were almost entirely comprised of the events that just shouldn’t happen.
Consequently, there is no such thing as “that never happens” with me. Does that mean that law school has scarred me? Sure. Do I drive down the street at times worried that some weird foreign nail will puncture my tire on the freeway thereby causing me to spiral out of control, hitting an 18-wheeler which will throw me over the side rail into a crowned street that leads into a ditch? Perhaps. BUT, I also learned that you can never take things for granted. Just because things have been going well so far does not mean they will stay that way. And thanks to Murphy’s law that means that when things go bad, they will go BAD.
I say all this to say that you may think your attorney is crazy when she whips out what was once your 1 page contract that has subsequently turned into 7. And she may very well be. But for most of us, we’re not here to freak you out. Attorneys are here to try to keep you out of trouble before it even rears its little head. That means there may be a few provisions in your volunteer agreement which you don’t feel are necessary. There may be certain precautions/standards your attorney wants to put in place before their need becomes apparent. But there is a method to our madness.
That being that all of these things matter very little after you’re involved in thousands of dollars of litigation. Better to get them in place now and avoid that all together. Suit is always a very real possibility these days. I always tell people I work with that it is not a matter of whether someone can sue. Anyone can sue for anything these days. Its just a matter of whether someone will win. And the fact that your organization feeds the hungry, ends global warming or cures polio does not have as big an impact as you might think. People will sue, if only to make a point. And even if a case can’t be won, if the right precautions are not in place you won’t figure that out until you’ve already spent hundreds to thousands of dollars.
So, the takeaway? Contrary to popular belief, sitting down and spending hours researching, drafting, revising and fine-tuning additional terms is not nearly as fun as you might think. And if attorney has spent that time to firm up an agreement, it likely isn’t because drafting agreements is a stress release. It’s because the devil is in the details. So if there is a 2% chance of something happening. Even if the planets would have to align perfectly before a certain event would take place, a good attorney will cover it just in case.
Your organization working with an attorney you believe is too much? Here’s some things I suggest to make things a little easier:
1. Interact with your attorney. Ask them why it is they feel a certain word is necessary? Or why a certain procedure works better than another. You may discover there are laws governing their behavior that you never knew of.
2. Don’t instantaneously combat a change. When I’ve changed the contract of certain organizations, the first thing I get is a crazy look. The second is a firm affirmation that, “This is NOT going to work.” But you don’t know until you try. If a change is made, see if it actually works first. If you are absolutely, positively sure that it won’t work for your organization then explain to the attorney why. Ask if there are compromises that can be made. But understand, the law is the law and sometimes there just aren’t.
3. Along those lines, make sure your attorney understands your organization. Anyone can whip up some employment agreement or bylaws. But to ensure that agreements align with your organization, and that you end up a happy camper, I would take time to fill the attorney in on how the organization came to be, where it is, and where you would like it to be in 10 years. Not only does this create a relationship, which almost always results in better work-product, but your attorney will have a better context in which to help you.
4. Your attorney doesn’t work “for the man,” he/she works for you. There doesn’t have to be a war if you don’t want there to be. As with any professional, get to know your attorney. This may sound silly, but have coffee just to have coffee. Ask about the family. And take care not to be hostile just because you hear things you may not want to hear.
5. Don’t always defer to your attorney’s judgment. We are human and mistakes can and will be made. Proof-ready documents. Brush up on the law. And always ask questions. If you get some legal sounding answer then ask again, and make sure you get an answer you understand.
6. However, I caveat #5 by emphasizing that at some point you just have to trust that your attorney knows what they are doing. I cannot, cannot stand when someone prints out a form from one of those legal websites, which shall remain nameless, and confrontationally asks me why my agreement doesn’t look like it. Anyone can post anything anywhere. And though you shouldn’t allow an attorney to just steamroll you, realize that at they end of the day they did go to school an additional three years and study to get licensed in what they do.
7. Show interest in what your attorney does. If an attorney is working with you on ensuring your group is up to snuff with health regulations, ask if there is some book or website you may read for better understanding. If there is time, perhaps a manager could even attend an educational event with them. Not only does this help the relationship, but I’ve found that people are better to understand what is going on when they can put into context what it is I’m doing.Posted by Erin | 0 comments