THE CORPORATE COUNSEL SECTION OF THE NEW YORK STATE BAR ASSOCIATION MODEL PRO BONO POLICY FOR CORPORATIONS

The Corporate Counsel Section of the New York State Bar Association has prepared the attached model pro bono policy for use by corporate law departments. The Section recommends that this model policy, or some variation of it, be considered by corporate law departments in order to:

(a) help fulfill the corporation's corporate responsibilities to the community;

(b) meet every lawyer's professional responsibility to provide legal services to those in need; and

(c) provide an opportunity for lawyers to develop analytical skills, powers of persuasion and good judgment.

Pro bono services are broadly defined in the model policy to include, besides the rendering of legal services without compensation, active involvement in charitable and other non-legal volunteer activities and bar association activities.

The model policy contains specific procedures for its administration and addresses (a) the quality of work to be performed, (b) training, (c) inclusion of such pro bono work in lawyers' performance evaluations, and (d) insurance and indemnification. Finally, a list of six well-known organizations that sponsor pro bono activities is included at the end of the model plus an attachment that contains 69 more entities that provide such activities around the State.

Policy of __________________________ regarding Pro Bono Activity of its Office of General Counsel

INTRODUCTION

It is the policy of the Office of General Counsel of _______________________ to encourage pro bono activity.

Toward that end, set forth below is a description of the procedures which attorneys in the Company's Office of General Counsel will follow in handling pro bono matters.

THE PRO BONO OBLIGATION

The Code of Professional Responsibility

Ethical Considerations 1-1, 2-25 and 2-27, provide:

EC 1-1 A basic tenet of the professional responsibility of lawyers is that every person in our society should have ready access to the independent professional services of a lawyer of integrity and competence. Maintaining the integrity and improving the competence of the bar to meet the highest standards is the ethical responsibility of every lawyer.

EC 2-25 A lawyer has an obligation to render public interest and pro bono legal service. A lawyer may fulfill this responsibility by providing professional services at no fee or at a reduced fee to individuals of limited financial means or to public service or charitable groups or organizations, or by participation in programs and organizations specifically designed to increase the availability of legal services. In addition, lawyers or law firms are encouraged to supplement this responsibility through the financial and other support of organizations that provide legal services to persons of limited means.

EC 2-27 History is replete with instances of distinguished and sacrificial services by lawyers who have represented unpopular clients and causes. Regardless of . . . personal feelings, a lawyer should not decline representation because a client or a cause is unpopular or community reaction is adverse.

ABA Resolution

In August 1988, the ABA House of Delegates adopted a Resolution urging all attorneys to devote a reasonable amount of time to pro bono activities. The Resolution also requests "corporate employers to promote and support the involvement [of their lawyers] in pro bono and other public service activities by giving actual work credit for these activities." Each attorney is asked to contribute a minimum of 100 hours per year of pro bono services.

In addition, the Corporate Law Departments Committee of the Section of Business Law of the American Bar Association has adopted a resolution encouraging its members to "provide the Lawyers on the member's staff with the opportunity to offer pro bono services during normal work hours."

Program Participation

The policy of the Company is to strongly encourage attorneys to participate in pro bono activities for the following reasons:

1. To help fulfill the Company's corporate responsibilities to the community;

2. To meet every lawyer's professional responsibility to provide legal services to those in need; and

3. To provide an opportunity to develop analytical skills, powers of persuasion and good judgment.

An attorney's willingness to serve the community evidences a level of maturity and professionalism highly praised by the Company. Participation in the pro bono program increases each attorney's awareness of the diversity of people in the community as well as increasing the attorney's ability, understanding and compassion. In addition, engaging in pro bono work is consistent with the Company's mission of providing unparalleled service to every customer.

All attorneys and all legal assistants are encouraged to participate in the pro bono program of the Office of General Counsel. The program provides a structure to support individuals in meeting their professional obligation. The program has been reviewed by, and has the active support of, the Company's senior management and its chief legal officer.

"Pro Bono" Defined

Pro bono services mean the rendering of professional legal services without expectation of compensation.

Pro bono services include services as an officer or director of a charitable or civic organization and other non-legal volunteer activities. Involvement in professional activities, such as bar committees, falls within the definition of pro bono services. However, accommodation matters for employees, family or friends are not included in the Company's definition of pro bono work.

Pro Bono Services Include The Following Matters:

1. Services to Persons of Limited Means. Direct legal services to persons with low income or to organizations which address the needs of low income persons; and any service related to simplifying the legal process for, or increasing the availability and quality of legal services to, poor persons, including service as a leader of, fundraiser for, or non-legal advisor to organizations primarily engaged in those activities.

2. Human Rights or Public Rights Law. Legal services which protect the rights of individuals or a significant segment of the public and cannot (or will not) be provided by a qualified attorney under a contingency or similar fee arrangement.

3. Participation in the Activities of Public Interest Organizations. Legal services to a charitable, religious, civic, governmental, artistic, educational, professional or similar organizations, when payment of customary legal fees would significantly deplete the organization's resources, or services as a leader or significant advisor to such organizations.

4. Participation in Activities Relating to the Practice of Law. Teaching law courses, publication of papers on legal issues and topics, and significant participation in bar association activities. Significant participation in bar association activities means participation as a committee, section or association officer or involves responsibilities for the organization of panels, programs or meetings.

Pro Bono Work - Quality and Performance Evaluations

The Office of General Counsel believes that pro bono matters must be handled with the same level of professional competence as any other matter handled by the attorneys in the Office of General Counsel. Work on authorized pro bono matters will be included as part of the participant's total reportable hours and will be considered for the purpose of performance evaluations and compensation.

Time Devoted to Pro Bono Activities

The Office of General Counsel recognizes that some pro bono work will be required to be done during normal office hours. Nevertheless, an attorney's responsibility for pro bono activities is in addition to assigned responsibilities as a Company attorney.

ADMINISTRATION

The Pro Bono Program will be administered by a Pro Bono Committee which, under the supervision of its Chairman, shall be responsible for the overall operation of the Program. The responsibilities assigned to the Pro Bono Committee include the following:

1. Coordinating the participation of each attorney and legal assistant in the Program;

2. Providing a continuing program of training (which may be provided by the legal aid office supported by the Company's program) for the volunteers in legal areas unfamiliar to members of the Legal Department (i.e., landlord-tenant, wills and trusts, probate, etc.);

3. Developing and maintaining a Pro Bono Library for use by volunteers;

4. Receiving requests for pro bono services from community referral organizations, and determining whether the request may be granted in light of the objectives of this policy and the training and interest of the volunteers; and

5. Reporting on pro bono activities to the chief legal officer or appropriate committees on a regular basis.

Pro Bono Coordinator

The Office of General Counsel has named as the Pro Bono Coordinator. All matters proposed to be undertaken by the Office of General Counsel or an individual attorney on a pro bono basis shall be reviewed by the Pro Bono Coordinator, who shall ensure that:

1. Acceptance of the matter is compatible with overall workload constraints;

2. There is no ethical, legal or business/public relations conflict with the Company;

3. The legal issue raised is not frivolous or untenable;

4. There will be adequate supervision; and

5. The case is appropriate for pro bono representation.

The Pro Bono Coordinator will be responsible for the operation of the Program on a daily basis, providing initial client files to volunteers and coordinating activities with the referring organization.

New Attorney/Paralegal Orientation

Each new attorney and paralegal will be given a copy of this Policy and will be asked to complete a survey to indicate areas of interest in pro bono work. The Chairman of the Pro Bono Committee and the Pro Bono Coordinator will meet with each new attorney and paralegal to emphasize the Department's commitment to pro bono work, to explain the process, to describe available opportunities and to determine a specific timetable for getting involved in a pro bono matter.

Summer Law Interns

Summer law interns will be encouraged to participate in pro bono activities and will receive the same orientation as is provided to new attorneys. The Hiring Committee will endeavor to provide each summer intern with an opportunity, under the supervision of an attorney, to receive at least one pro bono assignment.

Record Keeping and Expenses

Attorneys will be expected to maintain records of the time spent on each matter, client contacts, correspondence, pleadings, etc. The files will be maintained in accordance with record retention guidelines established by the Pro Bono Committee.

The Office of General Counsel will establish a budget for pro bono expenses related directly to pro bono work, such as library materials, court and agency filing fees, transportation and training expenses and malpractice insurance. Arrangements with pro bono clients for the reimbursement of these out-of-pocket expenses will be made on terms that are consistent with the professional code of ethics. Waiver or suspension of fees for indigent individuals will be sought where appropriate. Volunteers will be expected to identify and control such expenses to assure they remain within the budget.

Staff Support

The Office of General Counsel has committed to devote the resources of the support staff -- legal assistants, secretaries, word processing, duplicating, messenger service and the like to authorized pro bono matters. Requirements for support staff and expenses of a non-routine nature should be reviewed in advance with the Pro Bono Coordinator.

Insurance/Indemnification

Professional liability insurance will be provided by the legal aid office through which the Company's pro bono program has been established. In addition, the Company will provide indemnification. The insurance policy and the indemnification provisions are limited in certain respects. Before undertaking any new pro bono commitments, the professional liability implications should be reviewed with the Pro Bono Coordinator. The Pro Bono Coordinator is available to answer any questions.

Affiliation with the Company

Although the Company and the Office of General Counsel strongly endorse participation in the Program, participants must act on an individual basis rather than as representatives or employees of the Company. Therefore, care should be taken that the Company's stationery not be used for pro bono activities, and that other acts conveying the impression that the Company is providing legal services are avoided. Volunteers will develop their own stationery (e.g., Employee, Esq., c/o Company Legal Department).

Specific Pro Bono Activities for Corporation Counsel

Law Department attorneys may serve as counsel for non-for-profit corporations, community groups, and environmental groups, to name a few. Most organizations offer some training; for others, your existing set of skills usually will suffice. Several examples of existing organizations that sponsor pro bono activities include:

1. The Association of the Bar of the City of New York's Robert B. McKay Community Outreach Law Program:  Contact for Volunteer Lawyers: John B. Macaulay, 212-382-6629. Programs address issues in the following areas: bankruptcy, immigration, public benefits, elder and health care. Training is provided. The Association also sponsors a Monday Night Legal Advisory Workshop.

2. Covenant House Legal Department:  Contact for Volunteer Lawyers: Kevin M. Ryan, 212-727-4911. Advises and represents runaway and homeless youths on a variety of legal issues.

3. Lawyers Alliance for New York:  Contact for Volunteer Lawyers: Janet R. Raiffa, 212-219-1800. Provides legal assistance to not-for-profit corporations concerned with improving housing, education, jobs, etc. Training is provided.

4. New York Lawyers for the Public Interest, Inc.:  Contact for Volunteer Lawyers: Lourdes Zapata-Perez, 212-727-2270. Provides representation in test case litigations and to not-for-profit organizations.

5. Volunteer Lawyers for the Arts:  Contact for Volunteer Lawyers, Kevin Friedmann, 212-319-2787. Provides legal assistance to income-eligible artists and art organizations with arts-related legal problems. Orientation session is required and seminars are also offered.

6. Volunteers of Legal Service:  Contact for Volunteer Lawyers, Sara Effron, 212-966-4400. Develops programs to provide civil legal services to poor persons living in New York City. Has an Elderly Project and serves as an information and referral service for lawyers interested in doing pro bono work.

LIST OF OTHER NEW YORK ENTITIES SPONSORING PRO BONO SERVICES THROUGHOUT NEW YORK STATE

1. Advocates for Children of New York, Inc.  (212) 947-9779

2. AIDS Center of Queens County, Inc.  (718) 896-2500

3. Albany County Bar Association  (518) 445-7691

4. American Civil Liberties Union  (212) 944-9800

5. American Indian Law Alliance  (212) 598-0100 Ext. 252

6. Asian American Legal Defense and Education Fund  (212) 966-5932

7. Association for Union Democracy  (718) 855-6650

8. The Audubon Society

9. The Better Business Bureau of Metropolitan New York, Inc.  (212) 533-7500

10. Broome Legal Assistance  (607) 723-7966

11. Cardozo Bet Tzedek Legal Services  (212) 790-0240

12. Center for Immigrants Rights, Inc.  (212) 505-6890

13. Chautauqua Legal Services, Inc.  (716) 483-2116

14. Chemung County Legal Services  (607) 734-1647

15. Coalition for the Homeless  (212) 964-5900

16. The Door-A Center of Alternatives  (212) 941-9090

17. Eastside Improvement Society, Inc.  (212) 308-2210

18. Erie County Bar Association  (716) 847-0662

19. Environmental Defense Fund

20. Finger Lakes Volunteer Lawyer Service  (315) 781-1465

21. Friends of the Earth

22. Gay Men's Health Crisis, Inc.  (212) 337-3504

23. HIV Law Project  (212) 674-7590

24. Hudson River Fish & Wildlife

25. Jewish Board of Family and Children's Service  (212) 397-4090

26. Jewish Community Relations Council  (212) 983-4800 Ext. 137

27. Lambda Legal Defense and Education Fund, Inc.  (212) 995-8585

28. Lawyers for Children, Inc.  (212) 966-6420

29. Legal Action Center for the Homeless  (212) 229-2080

30. Legal Action Center of the City of New York  (212) 243-1313

31. Legal Aid for Broome and Chenango  (607) 336-8256

32. The Legal Aid Society  (212) 722-2000

33. Legal Aid Society of Mid-New York  (315) 732-2131

34. Legal Aid Society of Northeastern New York  (518) 462-6765

35. Legal Aid Society of Rockland County  (914) 634-3627

36. Legal Services of Central New York  (315) 475-3127

37. Legal Services for New York City  (212) 431-7200

38. Legal Services for the Elderly  (212) 391-0120

39. Legal Services of the Elderly in Queens  (718) 897-2515

40. The Lesbian and Gay Law Association of Greater New York  (212) 353-9118

41. Mid-Hudson Legal Services  (914) 452-7911

42. NAACP Legal Defense and Educational Fund, Inc.  (212) 219-1900

43. Nassau/Suffolk Co. Volunteer Lawyers Project  (516) 292-8299

44. National Center on Women & Family Law  (212) 674-8200

45. Natural Resources Defense Council

46. Network for Women's Services  (212) 533-4700

47. New York Association for New Americans, Inc.  (212) 248-4100

48. New York Legal Assistance Group, Inc.  (212) 750-0800

49. Niagara County Legal Aid Society  (716) 284-8831

50. North Country Legal Services  (518) 563-4022

51. Northern Manhattan Improvement Corporation  (212) 568-9166

52. NOW Legal Defense and Education Fund  (212) 925-6635

53. Oak Orchard Legal Services  (716) 343-5450

54. Onondaga County Bar Association  (315) 471-3409

55. Phoenix House Foundation, Inc.  (212) 757-2106

56. Prisoners' Legal Services of New York  (212) 513-7373

57. Puerto Rican Legal Defense and Education Fund  (212) 219-3360

58. St. Lawrence County Volunteer Attorney Program  (315) 386-4586

59. Sanctuary for Families, Inc. Center for Battered Women's

Legal Services  (212) 349-5960

60. The Sierra Club

61. Southern Tier Volunteer Lawyers Project  (607) 776-4126

62. Suffolk County Pro Bono Project  (516) 232-2400

63. Victim Services  (212) 577-7700

64. Victim Services-Travelers Aid Immigration Legal Services  (718) 899-1233

65. Victim Service-Westside Office Legal Project  (212) 874-0762

66. Volunteer Legal Services Monroe County  (716) 232-3051

67. West Side SRO Law Project  (212) 799-9638

68. Westchester/Putnam Legal Services  (914) 949-1305

69. Youth Advocacy Center, Inc.  (212) 675-6181