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Getting it right, across every professionalLesson 18 of 19

Academy/Working With Professionals

Getting useful advice from experts

The same hire produces a rubber stamp for one board and real protection for another. Here is what separates them.

Useful advice comes from three habits: confirm the advice falls within the professional's actual expertise, get the scope and deliverable in writing before work starts, and then follow what you are told or document in the minutes why you did not. Advice you collect but ignore protects nobody, least of all the board.

01

Confirm the advice is actually inside their expertise

A board that reasonably relies on a retained professional's advice gets the protection of the business judgment rule, but only where the board reasonably believes the advice sits within that person's actual professional competence [S9]. A property manager fielding a legal question, or a landscaper answering a question about structural load, is outside that zone even if the answer sounds confident. Ask "is this actually your area" before you ask the question that matters, and route anything outside it to the right professional.

Whether your state's nonprofit corporation statute expressly codifies this reliance defense, and its exact wording, varies by state; North Carolina's does [S1]. Ask your association's counsel whether yours does too.

02

Put the scope in writing before work starts

A verbal "sure, I'll handle it" is not a scope of work. Architects' own standard contracts split services into a basic tier included by default and supplemental or additional services that must be named and priced separately, attached as an exhibit [S13]. That structure, basic work included, everything else named and priced, is worth borrowing for any professional the board hires, not just architects. Ask what is included, what triggers an extra fee, and get it signed before the meter starts.

03

Ask what level of answer you are actually getting

Not every deliverable means the same thing. A CPA compilation puts financial statements into proper form, but it comes with no assurance from the accountant that the numbers are free of error; a review adds a defined, higher level of assurance on top of that, and an audit adds more still [S7]. The same gap shows up outside accounting: an estimate is only as good as its stated scope. Before accepting a deliverable, ask what it does and does not cover.

"the accountant's objective is to apply accounting and financial reporting expertise to assist management in the presentation of financial statements... without undertaking to obtain or provide any assurance that there are no material modifications that should be made to the financial statements."

Source: A bright line in SSARSs, Journal of Accountancy (AICPA)

04

Follow the advice, or document why you did not

Retaining a professional is not itself the protection; the protection is a board acting in good faith on advice it reasonably believed was competent [S8, S9]. A board that pays for advice and then does the opposite, with no minuted explanation, has spent the fee without buying the protection. If the board disagrees with a recommendation, say so in the minutes, why, and what alternative was chosen. That record is what turns "we hired someone" into "we acted reasonably."

Check yourself

Answer before you read the explanation, recalling it is what makes it stick.

The board asks its CPA for "the cheap option" without discussing assurance levels. The CPA delivers a compilation. A homeowner later asks whether the numbers were verified for accuracy. What should the board say?

A board disregards its attorney's written advice against closing a meeting for a topic not on its state's executive session list, closes it anyway, and gets challenged. What protection does the business judgment rule offer here?

An architect proposes a contract where basic services are included by default and other work is billed separately only if named in an attached exhibit. Before signing, what should the board confirm?

Sources

Related elsewhere in the Academy

Working With Professionals

Next: see how this reliance actually holds up when a board's decision gets challenged.

Whether your state's corporate or nonprofit statute expressly protects a director's reliance on a professional's advice, and its exact wording, varies by state. What counts as a defensible scope of work or engagement letter also varies by profession and by contract.