Even the most sophisticated Executive Directors of non–profit corporations tend to be reactive when it comes to engaging the services of an attorney. When trouble comes, in the form of a government enforcement action, a lawsuit against the organization, its employees and officials, or a discrimination complaint by a disgruntled employee, the need for a lawyer is apparent and urgent. It is not unusual to learn, after the fact, that a change in one or more of the organization's policies and procedures might have avoided the legal action or made victory for the non–profit more likely.

One of the most cost–effective uses of legal services for a non–profit corporation is a comprehensive legal audit. In a legal audit, the corporation's attorney will meet, typically with the Executive Director and Human Resources Director, to learn the scope of the organization's documentation of its practices. Following the meeting, the attorney will undertake a review of documents such as job descriptions, personnel manuals, government–required signs or notices, bylaws and articles of organization, leases, and insurance policies. The foregoing list is not exclusive.

Once the attorney understands the key legal documents of the non–profit, he will inquire whether there are any commonly known or followed unwritten practices, or deviations from written policies and procedures. When the document review and meetings have been completed, the attorney will write a memorandum to his client, recommending benefical changes, additions or deletions in the organization's written and unwritten policies and practices. In some cases, it may turn out that few if any changes will be needed. Usually, though, a legal audit will uncover documents that are outdated, legally questionable, or that may cause potential problems for the organization (for example, by creating a standard of care higher than the law requires) with no corresponding benefit.

A legal audit every three or four years or whenever there are major changes in the organization, such as addition of a significant new program, or the laws affecting the organization, should be sufficient. While the cost of a legal audit is almost always worthwhile, the need may not be obvious. It is easier to appreciate the impact of a crisis, than of a crisis avoided.