2003-02 OIP Opinion Re Executive Meetings

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i Mr. Al Konishi Mr. Lincoln S.T. Ashida July 14, 2003 Page 8 Counsel's practice is to allow multiple attorneys from his office to attend executive meetings, primarily for supervisory and learning purposes. A. More than One Corporation Counsel Attorney Can Attend an Executive Meeting As the OIP explained above, a board's attorney may attend an executive meeting when the meeting is held to "consult with the board's attorney on questions and issues pertaining to the board's powers, duties, privileges, immunities, and liabilities." Haw. Rev. Stat. § 92-5(a)(4) (Supp. 2002). In this case, the Charter of the County of Hawaii ("Charter") establishes that the Corporation Counsel serves as the Council's chief legal advisor and legal representative. Charter, § 6.2.1 (2000). While not explicitly stated in the Charter, the OIP believes that the Corporation Counsel is entitled to delegate to other attorneys in his office ("deputies") the responsibility of serving as the Council's attorney on certain matters. In other words, as with a private law firm, any of the deputies may serve as the Council's attorney.$ This is recognized by the Hawaii Rules of Professional Conduct: "[w]ith respect to the law department of an organization, there is ordinarily no question that the members of the department constitute a firm within the meaning of the Rules of Professional Conduct." Comment 2 to Haw. Rules of Profl Conduct R. 1.10 (2001). Thus, the OIP concludes that the Office of the Corporation Counsel, and not one particular designated deputy, is the board's attorney. Although the word "attorney" in section 92-5(4), Hawaii Revised Statutes, is in the singular, the OIP does not interpret the Sunshine Law to require that a board only consult with one particular deputy or that no more than one attorney can be present during an executive meeting. Such a reading of the statute would ignore the reality of how law firms in general, and the Office of the Corporation Counsel in particular, operate. The OIP notes that it is a common practice for more than one attorney to be assigned to a particular matter. And, if a matter involves complex legal issues, several attorneys may be assigned to the matter. Moreover, the Charter authorizes the employment of special counsel for "any 8 The OIP did not locate any Hawaii case law applying the concept of a"firm"to the counties'offices or departments of corporation counsel. However, Hawaii courts have addressed the concept in the context of the attorney general's and public defender's office and ensuring that confidential information is not interchanged. State v.Klattenhoff,71 Haw.598, 603-604,801 P.2d 548, 551 (1990) (the Attorney General's unique status permits the representation of conflicting interests so long as independent representation is assured.);White v. Board of Education, 54 Haw. 10, 16,501 P.2d 358, 363(1972) ("AG who participated as an adversary at a dismissal hearing against the school board could not then advise the board in its decision-malting proceedings involving the same case."); State v. Pitt, 77 Haw. 374, 380, 884 P.2d 1150, 1156 (1994) (the office of the public defender acts as a"firm.") OIP Op. Ltr. No. 03-12