Office of the General Counsel and
Role of the General Counsel and Vice President
- Retains counsel to represent the
University in litigation and administrative proceedings;
- Provides legal and policy advice to the
Board, the President, administrators and others;
- Drafts and interprets policies;
- Negotiates complex contracts on behalf of
the University and reviews other contracts for legal and University
- Supports the Office of the Provost in its
dealings with academic labor unions;
- Provides guidance and representation in
complex personnel matters;
- Reviews and drafts endowments and other
- Assists the University in adjusting to
new laws, regulations and judicial decisions;
- Implements preventative law measures;
- Provides legal support to the Governors
State University Foundation;
- Participates in University committees;
- Serves as a resource for informed
decision-making and creative problem-solving within the University.
The General Counsel and Vice President is not authorized to
render personal legal advice to University employees or students.
Attorney Client Privilege
The attorney-client privilege is one of the oldest and most
respected privileges. It prevents a lawyer from being compelled to testify
against her/his client. The purpose underlying this privilege is to ensure that
clients receive accurate and competent legal advice by encouraging full
disclosure to their lawyer without fear that the information will be revealed
to others. The privilege covers written and oral communications and protects
both individual and institutional clients. For the privilege to exist, the communication
must be to, from, or with an attorney, and intended to be confidential. In
addition, the communication must be for the purpose of requesting or receiving
legal advice. Communications must be kept confidential for the privilege to
Specific Situations Not Covered
By the Attorney Client Privilege
- Lawyer in the Room Sometimes a lawyer is called upon to participate in activities
that do not necessarily call for specific legal advice or representation. In
those contexts, the attorney-client privilege may not apply. A meeting with
legal counsel in attendance is not protected just because a lawyer is in the
- Documents Given to an Attorney Documents do not automatically become privileged simply because
they are given to or reviewed by an attorney. An existing, non-privileged
document which is forwarded to an attorney does not then become privileged.
- Correspondence with Copies to an Attorney General correspondence does not become privileged because an
attorney is listed among those receiving a copy or “blind” copy.
- Communications in the Presence of a Third Party The privilege extends only to communications that the client
intends to be confidential. Communications made in non-private settings, or in
the presence of third persons unnecessary to accomplish the purpose for which
the attorney was consulted, are not confidential and are not protected by the
Attorney Work Product
Attorney work-product includes documents, records, and the like that are compiled or
produced at the request of counsel in anticipation of litigation. Privilege
extends to attorney work product.
GSU Employee Indemnification
Under Illinois law, “[i]n the
event that any civil proceeding is commenced against any State employee arising
out of any act or omission occurring within the scope of the employee's State
employment, the Attorney General shall, upon timely and appropriate notice to
him by such employee, appear on behalf of such employee and defend the
action" - 5 ILCS 350/2(a)
Service of Process
The Office of the General Counsel and Vice President is the
university office designated to accept legal service on behalf of the
University, the President, and the Board of Trustees. The Office of the General
Counsel and Vice President will not accept service on behalf of individually
named GSU employees; personal service of those individuals is required.
Retention of Counsel
The Office of the General Counsel and Vice President complies
with the procurement laws of the State of Illinois. For information about Procurement and Business Services at Governors State, see http://www.govst.edu/admin/t_admin.aspx/.
The Board of Trustees has delegated authority
to the President to execute all documents and sign all contracts on behalf of
the University consistent with Board policies and the University’s best
All agreements that commit the resources of
the University or create obligations on behalf of the University are contracts,
regardless of whether they are expressly titled “contract.” Titles of existing
contracts include, but are not limited to, agreement, memorandum of
understanding, memorandum of agreement, memorandum of intent, cooperative
agreement, proposal, purchase order and notice of award. All of these types of
documents, no matter what they are called, commit the resources of the
University or create obligations on behalf of the University, and are therefore
The President has delegated authority to
specific university employees to enter into contracts on behalf of GSU. No GSU
employee has the authority to enter into a contract on behalf of the University
without an express delegation of authority, in writing, from the President.
Q: My Department has been served with a lawsuit. What should I
A: Contact the General Counsel and Vice President immediately.
The University must respond to lawsuits within a specified time period after it
has been served. Do not discuss the lawsuit or the actions leading up to the
lawsuit with third parties, especially with the other side or the attorney
representing the other side.
Q: I’ve been personally named as a defendant in a lawsuit. I was
only doing my job. Will the University defend me?
A: GSU employees are eligible for indemnification under Illinois
law if they are sued because of their good faith efforts to perform their jobs.
An employee personally named as a defendant in a lawsuit should contact the General
Counsel and Vice President immediately.
Q: Does it matter if I have left University employment at the
time I am sued?
A: Your defense and indemnification depend on whether the
conduct at issue occurred in the course and scope of your employment, not
whether you continue to be employed by the University.
Q: I’ve been served with a subpoena. What should I do?
A: Contact the General Counsel and Vice President immediately. A
subpoena is an order of the court. It may command you to appear at a specified
date, time and location to testify; or, a subpoena may command you to produce
certain documents. Do not ignore a subpoena. Failure to respond
to a subpoena could result in you or the University being held in contempt of
Q: What should I do if someone tries to serve me with a summons
or complaint addressed to the University?
A: You are not authorized to accept service on behalf of the
University, the Board of Trustees, or the President. Refer the person who is
attempting to serve you to the General Counsel and Vice President. If the
Summons or other official document is addressed to you and relates to your
University employment, then personal service is required and you can accept
service. You should then immediately notify the General Counsel and Vice
President so that an appropriate response can be made.
The narrative content of this web page is adapted from the websites of the Offices of the General Counsel at Wayne State University, the University of Michigan, and Rutgers University.