Rule Twelve: Organization As Client

(a) A paralegal employed by an organization or employed by an attorney retained by an organization, represents the organization, acting through its duly authorized constituents.

(b) A paralegal shall act in the best interest of the organization if and when the paralegal knows that an officer, employee, or other person associated with the organization is engaged in action, intends to act or refuses to act in a matter related to the representation that is a violation of a legal obligation to the organization, or a violation of law which reasonably might be imputed to the organization, and is likely to result in substantial injury to the organization.

The seriousness of the above violations and their consequences is determined by:

(1) the scope and nature of the paralegal's job responsibilities;

(2) the responsibility of the paralegal in the organization;

(3) the apparent motivation of the person involved;

(4) the policies of the organization concerning such matters; and,

(5) any other relevant considerations.

(c) If a paralegal discovers such a serious violation, the paralegal shall immediately consult the supervising attorney. Together, they shall take measures designed to minimize disruption of the organization and the risk of breaching the confidentiality of others represented by the firm outside of the organization.

Example of such measures, among other, are:

(1) asking reconsideration of the matter;

(2) encouraging that a separate legal advice on the matter be sought for representation to the appropriate authority in the organization; and referring the matter to higher authority in the organization, including, if warranted by the seriousness of the matter, referral to the highest authority that can act in behalf of the organization as determined by applicable law.

(d) If, despite the paralegal's efforts in accordance with paragraph (b), the highest authority that can act on behalf of the organization, insists upon action, or refusal to act, that is clearly a violation of the law and is likely to result in substantial detriment to the organization, the paralegal may resign his/her position within the organization, or if employed by a firm retained by the organization, may ask the supervising attorney to discontinue the paralegal's involvement with the organization.

(e) In dealing with an organization's directors, officers, employees, members, shareholders or other constituents, a paralegal shall explain the identity of the client constituents with whom the paralegal is dealing.

(f) A paralegal representing an organization may also work with the directors, officers, employees, members, shareholders or other constituents of an organization as long as:

(1) the matters are not adverse to one other.

(2) the confidentiality of both clients is maintained;

(3) full disclosure of such dual representation occurs; and,

(4) consent to the representation is obtained from both parties.

The consent of the organization shall be given by an appropriate official of the organization or by shareholders. In no event shall the individual who is to be represented grant the consent on behalf of the organization.