LEGALLY

by Lloyd W . Lowrey Jr .

“ Always do right .

This will gratify

some people and

astonish the rest .”

Mark Twain

Lloyd Lowrey is the current President of the Rotary Club of Gilroy , current President of Leadership Gilroy , and is the shareholder in charge of the Gilroy office of Noland Hamerly , Etienne & Hoss , a professional corporation of attorneys at law . Lloyd ’ s practice emphasizes real property , water , public agencies and business and nonprofit organizations . He advises and represents clients in transactions , operational issues , and resolving disputes through negotiation , mediation , arbitration and litigation .

Another example is a framework for character education called CHARACTER COUNTS ! Developed by the Josephson Institute of Ethics in Los Angeles , this framework uses the Six Pillars of Character : Trustworthiness , Respect , Responsibility , Fairness , Caring and Citizenship . CHARACTER COUNTS ! has been shown to be effective in building good character and teaching good behavior and is being used by the Gilroy Unified School District , with the support of the Gilroy Educational Foundation , the local Bar

Association and the Gilroy Rotary Club .

Because most folks in the United States historically want to do the right thing and because of programs to teach and encourage good character , we usually expect ethical behavior from others in our dealings . However , events like the recent Bernard Madoff scandal demonstrate all too often that we need laws to control our ethical lapses .

While common sense and guides to conduct will usually keep us out of trouble , we sometimes need legal advice …

Most of us never have to deal with the laws that govern the most obvious bad behavior . But this nation ’ s commitment to the rule of law means that we walk daily in what has been described as a “ seamless web ” of laws , including many that are not all that obvious . While common sense and guides to conduct will usually keep us out of trouble , we sometimes need legal advice to stay within the law and reduce exposure to liability in our personal activities , business activities , as volunteers in nonprofit organizations , as government officials , and in being responsible for the affairs of others .

Personal Activities Our personal activities can involve circumstances or government regulations that require legal advice . Examples include the complexities of transition and estate planning , the need to obtain government permits or benefits and disputes with neighbors over lot lines , easements and conduct .

Business and Real Estate Activities Business and real estate deals are normally carried out at arms length , with each participant being responsible for his or her own interest . However , people who provide information that is relied on by others in business and real estate transactions may be liable if the information is intentionally or negligently not accurate or incomplete , particularly if they have more education , experience or access to information . Board members and officers of business organizations have a legal duty of loyalty and a duty of care . The duty of loyalty requires decisions and actions to be based on the best interests of the organization . The duty of care requires board members and officers to be diligent in getting information and advice before making a decision . Failure to seek professional advice in making a complex decision can expose a board and board members to potential liability .

Partners may be liable for the actions of other partners . Partners and shareholders , especially those with majority interests , also may be liable if they take more than their fair share of the benefits of the business for themselves or make personal use of valuable information that is meant for the business . Employers may be held liable if they deal unfairly or discriminate in hiring , disciplining and compensating their employees .

Volunteer Activities Members of nonprofit organizations normally aren ’ t liable for organization debts and liabilities . However , a member or person in control of an unincorporated nonprofit association may be subject to personal liability . Nonprofit board members and officers also have the duties of care and loyalty and should be scrupulous in avoiding personal benefit from the organization . Because nonprofit organizations often involve members and decisions that allocate resources or benefits between members , there is a requirement of fairness and due process in making such decisions . For charitable and taxexempt organizations , there are complex recordkeeping , registration and reporting requirements

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