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Opinion

Opinion Opinion 99-3

Date: 05/27/1999
Organization: Massachusetts Supreme Judicial Court

Ethical Opinions for Clerks of the Courts

Appointment as a Corporator for savings bank located in Massachusetts.

Dear:

You have requested an advisory opinion from this Committee as to whether you may accept an appointment as a Corporator of the Savings Bank located in , Massachusetts. The facts as you relate them are that you are an assistant clerk for the Division of the District Court Department in , Massachusetts. You would be required to attend the bank's annual meeting and you would be entitled to vote in the board of directors meeting. You would be paid about $350 per meeting.

General Laws c. 168 governs the operations of savings banks chartered by the Commonwealth. A "corporator" is defined in §1 as "an original corporator, or a person elected as a corporator as provided by section 9." A corporator generally serves a ten year term. Corporators are required to hold annual meetings. §9A. The corporators elect the trustees of the corporation, §17, and are authorized to act in the areas of mergers and consolidations. A corporator may also serve as an officer and/or director.

A number of the provisions of Canon 4 of the Code of Professional Responsibility for Clerks of Court may be implicated by your involvement as a corporator. Generally, Canon 4 requires that a clerk perform one's duties in a manner that promotes public confidence in the integrity and impartiality of the judicial branch of government. In addition, Canon 4(A), (B) and (C) (see copy attached) set forth obligations that may be breached by service as a corporator.

We appreciate your offer to recuse yourself from any matter before the Court involving the Bank. However, it may not be possible for you to determine, in advance, all of the potential contacts with other corporators, employees, officers, trustees, or directors of the bank. Given the substantial responsibility of a corporator, recusal may not be a sufficient remedy in the event that such a contact occurs during the course of your official duties.

Having considered all of the issues present, it is the opinion of the Committee that you may not accept the appointment as a corporator. We hope that this letter is of assistance to you.

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