General Counsel

Reports To: Chief Executive Officer (“CEO”) and serves as legal advisor to the Board of Directors, known as the Directorate The General Counsel serves as the organization’s Chief Legal Officer and a strategic advisor to the CEO, Board of Directors, and corporate office’s management team members. The position is responsible for overseeing the organization’s legal affairs, managing legal risk, promoting organizational compliance and ethical conduct, supporting effective governance, and protecting the organization’s mission, assets, reputation, and tax-exempt status. The General Counsel provides practical, timely, and solutions-oriented legal advice across the organization’s operations. The General Counsel works closely with leadership to ensure that legal, regulatory, and business considerations are integrated into strategic decisions, manages outside counsel, and communications with insurers.

Essential Duties and Responsibilities: Legal Strategy and Counsel Advise the CEO, Board of Directors, committee chairmen, and management, on legal, regulatory, operational, and strategic matters. Identify, assess, communicate, and help mitigate legal risks affecting the organization. Develop practical legal strategies that support the organization’s mission, assets, financial sustainability, and strategic priorities. Serve as a trusted advisor on sensitive, high-impact, or confidential matters. Monitor changes in laws, regulations, and legal developments relevant to nonprofit organizations and the organization’s operations. Corporate Governance and Tax-Exempt Compliance Advise the CEO, Board of Directors and management on governance matters, fiduciary duties, conflicts of interest, board authority, bylaws, committee charters, resolutions, and organizational policies. Support the preparation and review of Board of Directors and committee chairmen meeting materials, minutes, resolutions, and governance records. Help maintain compliance with applicable nonprofit corporation laws, charitable-solicitation requirements, and federal and state tax-exemption obligations. Advise the CEO and Board of Directors on matters involving private benefit, private inurement, excess-benefit transactions, lobbying, political-activity restrictions, related-party transactions, and charitable-purpose requirements. Support preparation for regulatory inquiries, audits, investigations, and required filings, including Form-related legal review as appropriate. Contracts and Transactions Draft, review, negotiate, and approve contracts and other legal documents, including vendor agreements, service agreements, grant agreements, leases, licensing agreements, confidentiality agreements, memoranda of understanding, sponsorship agreements, fundraising agreements, and partnership arrangements. Establish contract-review, approval, signature-authority, retention, and contract-management policies and processes. Advise on material transactions, financing arrangements, real-estate matters, affiliations, joint ventures, mergers, acquisitions, and other strategic initiatives, as applicable. Review grant terms and restrictions to support legal compliance and appropriate stewardship of restricted funds. Compliance, Ethics, and Investigations Design, implement, and maintain an effective legal-compliance and ethics program appropriate to the organization’s size, mission, and risk profile. Develop, review, and oversee key policies, including conflict of interest, whistleblower, document retention, code of conduct, privacy, records management, gift acceptance, and delegation-of-authority policies. Receive, oversee, or advise on reports of misconduct, legal concerns, conflicts of interest, or potential policy violations. Conduct or coordinate internal investigations and recommend corrective actions, remediation, and preventive measures. Partner with CEO, Human Resources team members and advisors on employment-law matters, compliance, workplace investigations, employee relations, and risk mitigation. Litigation, Claims, and Outside Counsel Manage litigation, threatened claims, subpoenas, administrative proceedings, disputes, and other legal matters. With the approval of the CEO, select, retain, direct, and evaluate outside counsel and other legal vendors, subject to approved budget and organizational policies. Develop litigation-management and dispute-resolution strategies that protect the organization while controlling cost and operational disruption. Oversee insurance-related legal matters, including claims, coverage issues, and coordination with insurance brokers and carriers. Privacy, Intellectual Property, and Information Governance Monitor and advise on state, federal, and international laws affecting the organization’s operations, including data privacy, and nonprofit compliance. Advise on privacy, data protection, cybersecurity, records management, and information-governance obligations applicable to the organization. Protect and manage the organization’s intellectual property, including trademarks, copyrights, licenses, and use of the organization’s name, brand, logo, programs, and content. Support lawful and responsible use of technology, artificial intelligence, digital communications, and third-party platforms. Leadership and Operations Lead and develop legal, compliance, and risk-management policies, as applicable and appropriate. Manage the legal budget and outside council spending and provide regular and periodic updates to the CEO on legal expenditures. Develop legal templates, playbooks, training materials, and self-service tools that promote efficient and consistent decision-making. Provide training to the Board of Directors and organization’s employees on governance, ethics, compliance, contracts, privacy, and other relevant topics. Perform other duties consistent with the position and organizational needs.

Requirements: Juris Doctor degree from an accredited law school in the United States. Active license to practice law in the applicable jurisdiction, or eligibility to become registered or admitted in the jurisdiction within a reasonable period after hire. Active state bar membership(s) in good standing and without any record of discipline. At least 12 years of progressively responsible legal experience, including substantial experience advising organizations on complex legal, regulatory, governance, transactional, and employment matters. Strong contract drafting, negotiation, legal-analysis, and problem-solving skills. Demonstrated experience in nonprofit law, tax-exempt organizations, corporate governance, contracts, regulatory compliance, or a closely related field. Experience advising senior executives, boards of directors, and/or committee leaders. Demonstrated sound judgment, discretion, integrity, and ability to manage confidential and sensitive information. Excellent written, oral, presentation, and interpersonal communication skills.

Preferred Qualifications: Prior experience as a General Counsel, Deputy General Counsel, Chief Legal Officer, or senior in-house counsel. Experience serving a nonprofit, foundation, association, educational institution, healthcare organization, social-service organization, or other mission-driven entity. Experience with requirements, charitable giving, grants, fundraising, government grants or contracts, and charitable-solicitation laws. Experience managing litigation, investigations, insurance matters, and outside counsel. Experience building and leading legal, compliance, risk, and governance functions. Knowledge of privacy, cybersecurity, intellectual property, employment law, and real estate or facilities matters. Knowledge of either fraternal or membership-based organizations, including hazing issues. Ability to travel as needed for board meetings, conventions, conferences, and legal proceedings. Commitment to the mission and values of the organization.

Core Competencies: Mission alignment and commitment to public service. Sound legal judgment and practical business acumen. Strategic and systems-oriented thinking. Executive-level communication skills. Ethical leadership and professional accountability. Ability to balance legal risk with operational needs. Collaborative, service-oriented approach. Ability to work independently, prioritize competing demands, and make sound decisions under pressure. Cultural competence and commitment to diversity, equity, inclusion, and belonging. Work Environment and Physical Requirements This position works in an office environment. The role requires the ability to communicate effectively, use standard office and technology systems, participate in meetings, and occasionally travel. Salary Description $200,000 - $250,000 Annually