General Counsel and Corporate Secretary

Background

The Wallace Foundation, an independent, national philanthropy based in New York City, traces its origins back more than half a century to DeWitt and Lila Acheson Wallace, founders of The Reader’s Digest Association. The Foundation’s work is grounded in their mission to foster equity and improvements in learning and enrichment for young people, and in the arts for everyone. Their core values guide how they work together and with their partners. The Foundation aspires to create an engaging and inclusive work environment based on mutual trust and respect, and driven by equity, diversity, transparency, collaboration, and continuous learning.

Wallace Philanthropic Strategy

The Wallace Foundation funds the development of long-term, inquiry-led approaches to creating a more equitable society by working in partnership with grantees and others, locally and in the field, to explore and document innovative approaches to important problems of practice. Wallace then takes the lessons and evidence from this work and disseminates them to support the spread of evidence-based improvements in policy and practice nationwide. Wallace works in three focus areas: the arts, education leadership, and youth development.

The organizational culture at Wallace prioritizes collaboration: after extensive engagement with actors in the relevant field and with the existing evidence base, cross-functional teams comprised of communications, program, and research staff develop strategies, initiatives, and funding decisions in each focus area. All major decisions are made collaboratively by the cross-unit teams, which allows them to benefit from diverse perspectives and the individual expertise each staff member brings to the work.

The Wallace Foundation is an Equal Opportunity Employer, committed to maintaining a diverse workplace where differing perspectives are a source of strength.

Position

Reporting to the President, the General Counsel and Corporate Secretary provides overall legal counsel to management. The Board manages the governance and legal affairs of the Foundation and supports the Foundation’s efforts in public policy engagement. As a member of the senior management team, the General Counsel contributes to the development and implementation of the Foundation’s strategy, program, and operations.

The General Counsel also ensures activities are in compliance with applicable legal and regulatory requirements for a private foundation and coordinates the organization’s Enterprise Risk Management analysis and reporting. The ideal candidate will be a strategic thinker and a senior executive who will serve as a key advisor to management and the Board on a wide range of matters while working in a culture that prizes collaboration and values the perspectives of a wide variety of stakeholders.

Specific Responsibilities

Overall counsel to management and Board:

• Advise the President and Board on matters of Board governance, best practices, and conflicts of interest, ensuring all policies and required documents are up-to-date and meet periodic reporting requirements.
• Contribute a legal, regulatory, and risk assessment perspective to discussions of strategy, initiative design, and grant recommendations.
• Stay informed and monitor the legal and regulatory environment affecting private foundations and nonprofits to identify trends that may affect the Foundation or its work.

Corporate Secretary:

• Ensure all necessary corporate documents, notices, minute books, trademarks and copyrights, and federal and state filings are properly maintained and up to date.
• Ensure content for Board meetings is prepared and distributed in a timely manner: prepare Board document production schedule and minutes of all Board and committee meetings; post Board book materials and board portal content.

Legal Affairs:

• Provide legal review for all grant agreements, contracts, and investment-related documents.
• Manage external counsel review of qualified benefit plans and employment and personnel policies.
• Monitor and review the Foundation’s policies and procedures to ensure they are fully compliant with applicable regulations and legislation, and reflect best practices in the sector, to provide legal advice on personnel and HR-related matters as they arise. As needed, coordinate work of outside counsel in document preparation and review work product.
• Regularly review the Foundation’s use of outside counsel and ensure both quality of service and cost effectiveness.
• Manage all litigation involving Wallace, including coordination with and oversight of outside counsel and applicable insurance carriers.
• Assist the organization in responding to inquiries from regulatory agencies, governmental officials, or the media regarding activities of the Foundation.

Public Policy:

• Serve as a member of the Policy Engagement Working Group – the group responsible for reviewing any public policy-related grants and/or activities that bear sufficient potential risk to trigger a review. The Working Group is comprised of the President, General Counsel, and vice presidents of Wallace’s program, research, and communication units.
• Provide training and guidance to staff on legal aspects of public policy engagement in all aspects of Wallace’s work, e.g.: grant agreements and relationships with grantees; speeches, briefings and presentations; and publications and social media.
• Ensure all practices and procedures for public policy engagement are in compliance with applicable laws and regulations at the federal, state, and local levels.
• Provide the Board at each meeting with a written report on grants, contracts, and activities involving public policy engagement since the previous meeting.
• Oversee the contracts and work of Wallace’s government relations firms and any public affairs consultants that are engaged.
• Support the President in any permitted self-preservation advocacy activities.

Enterprise Risk Management:

• In collaboration with the staff liaisons to the Board committees who oversee each risk area, coordinate the annual process of assessing risks Foundation-wide and reporting them to the appropriate committee or Board as a whole.
• In collaboration with the Vice President, Communications, oversee implementation and continuous improvement of Wallace’s public affairs strategy – the set of activities necessary to prepare for and respond to instances when Wallace or its grantees become involved in political fights over conservative and progressive cultural values – in order to maintain its ability to fulfill the mission following its strategic approach and principles and safeguard its reputation as a reliable, non-partisan partner and source of credible knowledge to inform practice and policy in all U.S. states and territories.

Experience and Qualifications

• J.D. degree from an accredited law school and admitted to practice in New York State.
• Seven to 10 years of legal practice experience.
• Experience in the philanthropic sector is a plus.
• Excellent judgment and initiative in selecting the most effective solutions in a practical, results-oriented approach, tempered by an appreciation for legal complexity and risk.
• Excellent conceptual thinking and analytical, interpersonal, strategic planning, and project management skills.
• Capacity to lead working groups, work productively, and contribute in a cross-disciplinary team structure.
• Ability to bring together and build relationships with and among external parties by inspiring trust and candor in others.
• A personal approach grounded in empathy, integrity, and curiosity.
• Demonstrated high level of self-awareness and commitment to continued self-development.
• Strong attention to detail and accuracy.
• Integrity, discretion, and ability to handle confidential matters.
• Strong facilitation and negotiating skills.
• Experience in drafting legal documents.
• Outstanding communication skills: listening, writing, speaking.
• Commitment to accountability and transparency.

Equity at Wallace

Wallace views equity as embedding fairness in the formal and informal systems, structures, and practices of society, giving all people the opportunities and supports necessary to reach their full potential as human beings. The principles that guide Wallace in its equity journey include:

• Work foregrounds racial equity but is not limited to it. The Foundation is concerned with the marginalization of people based on any element of their identity or circumstances.
• The belief that achieving equity requires constructively addressing historical, structural, and systemic causes of racial and other forms of inequity and why they exist.
• Specific definitions of equity will vary from one context to another. As a funder, Wallace is careful to avoid imposing a single definition on grantees.

Compensation and Benefits

The current salary range for this position is $331,200 to $368,000.

A snapshot of Wallace’s generous benefits package includes a choice of health insurance plans and a healthcare reimbursement account, 403(b) retirement plan with 15% employer contribution upon eligibility regardless of the employee’s contribution level, and a community service matching gifts program recognizing employee volunteer hours with a financial contribution to a qualifying nonprofit organization.

Work and Location

Wallace’s regular schedule includes collaborating in-person Tuesday through Thursday at its office located in downtown Manhattan, and working remotely Monday and Friday unless the work requires in-person attendance.

To Apply

Please send nominations or applications including cover letters and CVs in separate documents to Jane Phillips Donaldson and Paul Spivey at WallaceGC@PhillipsOppenheim.com.