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Chief Legal Officer and Corporate Secretary

Employer
Sierra Club Foundation
Location
Working from home
Salary
The annual salary range for this position is $275,000-$310,000.
Posted Date
Sep 12, 2024
View moreView less
Position Type
Executive
Fields
Environment
Employment Type
Full Time

Job Title: Chief Legal Officer and Corporate Secretary 

Location: Hybrid remote work 

Reports To: Executive Director

Supervises: Director, Grants and Compliance

 

Mission and Goals: The Sierra Club Foundation promotes efforts to educate and empower people to protect and improve the natural and human environment. The Foundation board of directors established the following goals to guide the Foundation’s work: 

  • Solve the climate crisis primarily through the successful transition to a resource-efficient, clean energy economy that better serves people and nature;
  • Secure protections for public lands and waters, promote healthy ecosystems and communities, and fight for clean air and water;
  • Expand opportunities for more people to explore, enjoy, and protect the planet by supporting programs and policies that reach across economic, cultural, and community lines to get people outdoors; and
  • Build a diverse, inclusive environmental movement that reflects and represents today’s American public, and prioritizes important connections between environmental health and social justice.

As the fiscal sponsor of the charitable programs of Sierra Club, the Sierra Club Foundation (SCF) provides resources to it and other nonprofit organizations to support scientific, educational, literary, organizing, advocacy, and legal programs that further its goals.

Context: The Sierra Club Foundation (SCF or Foundation) in-house Chief Legal Officer (CLO) is accountable for all aspects of the Foundation’s legal affairs and is responsible for providing timely, coordinated, and thoughtful legal advice that is grounded in applicable law and regulations tailored to the Foundation, enhancing its ability to achieve its charitable mission and goals. The position provides counsel on a wide variety of legal, regulatory, compliance, and risk-management matters to ensure the appropriate protection of its legal rights and fiduciary responsibilities, and coordinates with the Foundation’s outside counsel as appropriate.The CLO reports to the executive director.

Scope: The CLO oversees all legal work related to organizational strategy, fiscal sponsorship, grantmaking,  investments, business operations, personnel policies, donor advised funds, contracts, grants, compliance, enterprise risk management, legal ethics, and corporate governance. To do this work, the CLO will collaborate with colleagues to coordinate and advance programmatic activities, understand and mitigate risks, and work to implement the Foundation’s strategic priorities and fiscal sponsor role in order to advance its mission, goals, and values.

Specifically, the CLO advises SCF’s board of directors and staff on the legal rules that apply to the Foundation’s programmatic work, charitable fundraising, administration and operations, including its role as fiscal sponsor of Sierra Club’s charitable environmental programs; develops and implements legal compliance-related, policies, processes, procedures, and trainings; reviews grant agreements, contractor agreements, inter-organizational cost-sharing agreements, and other legal agreements and contracts; keeps abreast of developments in law and regulations (federal, state, local) relevant to the Foundation; keeps the Foundation’s general policies and procedures up to date with the law and best practices; supervises SCF’s compliance and grants management staff.

 

Job activities include but are not limited to:

Nonprofit Corporate Governance and Legal Advisor

  • Serve as counsel and thought partner to the executive director, staff, and board of directors.
  • Oversee all legal, governance, and regulatory compliance issues regarding SCF, including:
    • directly managing matters involving formal corporate actions, conflicts of interest, and compliance with all other applicable not-for-profit corporation and/or exempt organization requirements;
    • contract drafting and review, intellectual property, finance and tax law compliance, ethics rules, and record retention regulations, and where necessary seek outside expertise and counsel support;
    • act as corporate secretary for all matters, including board of directors and committee meetings.
  • Foster an environment for the legal function that adds strategic value to SCF by proactively implementing its charitable mission and governance-oriented solutions while addressing applicable risks.
  • Manage relationships with outside counsel.

Fiscal Sponsorship and Compliance (including grants and charitable fundraising)

  • Provide legal advice and counsel in the areas of federal, state and local laws applicable to Sierra Club Foundation as a 501(c)(3) public charity and in relation to its fiscal sponsor and legal relationship with the Sierra Club, a 501(c)(4) social welfare organization.
  • Provide guidance on federal, state, and local lobbying laws as they affect 501(c)(3) tax-exempt organizations.
  • Partner with the Foundation’s finance team on state registrations and regulatory filings, including IRS Form 990.
  • Provide guidance on the legal parameters of charitable fundraising methodologies, activities, platforms, and events.
  • Supervise SCF grants and compliance staff responsible for implementation of fiscal sponsorship, grantmaking, and grants management functions.

Risk Management

  • Serve as the staff lead supporting SCF’s risk management committee and lead organizational risk management and non-profit compliance functions, including responding to inquiries from governmental entities, such as the U.S. Congress, Internal Revenue Service, and other federal, state, or local authorities.
  • Working closely with the risk management committee and chief financial officer, execute a strategy on enterprise risk management that includes insurable operations, financial, compliance, and litigation risk.
  • Manage complex partnerships and transactions with significant financial or liability exposure.
  • Lead the assessment and management of any litigation matters.

Other

  • Maintain employee handbook with periodic review and updates as appropriate, ensuring “best practices” and compliance with California and other applicable law. Draft employment offer and termination memos, severance agreements, and other personnel related communications consistent with SCF’s employment policies as needed.
  • Assist the executive director in raising charitable funds for legal and related advocacy programs.
  • Other legal duties as may be assigned.

 

The ideal candidate will have the following skills and experience: 

The Sierra Club Foundation seeks a seasoned, mission-driven leader and legal executive who understands the role of in-house counsel within a leading nonprofit enterprise. Among other qualities and experiences, this role requires the following skills and competencies:

  • A J.D. or LL.M. from an accredited U.S. law school and/or admission, in good standing, to a state bar within the United States..
  • At least fifteen (15) years experience in the practice of law with a significant number of years in an in-house role in the 501(c)(3)/501(c)(4) sector. The Sierra Club Foundation is not seeking expertise in any particular area of the law.  Experience working across the types of issues common in a nonprofit legal practice is ideal, including corporate governance and board relations; enterprise risk management and compliance; grantmaking; charitable fundraising; intellectual property (particularly trademarks and copyrights); data privacy/security; impact investment and other complex transactions; and litigation management and dispute resolution.
  • Demonstrated experience and ease managing across functional areas and interacting effectively with internal and external stakeholders at the most senior levels as well as down and across a complex organizational structure. Experience leading a team through change is also highly desired.
  • Track record of leading with and modeling effective equity analysis and practice, including a track record of operationalizing and leading on equity in a complex organizational structure, and developing and/or leading organizational and/or movement level equity and justice change strategies.
  • Effective, clear communicator and creative problem-solver with the ability to connect with people – lawyers and non-lawyers – and distill complex subjects into understandable English. Demonstrated experience providing thoughtful and practical legal advice and business counsel is critical. 
  • Mission-driven with professional commitment to the Foundation’s charitable mission and work.  

The strongest candidates will demonstrate the following experience, skills and competencies: 

  • At least seven (7) years of progressive management experience, including direct supervision of attorneys and other professional team members. Significant experience overseeing outside counsel (including, but not limited to, nonprofit tax and compliance issues, litigation).
  • Lead by example, demonstrate professional and ethical business approaches and practices, espouse the Foundation’s core values, and demonstrate a commitment to personal and professional development.
  • Big picture strategic and systems thinker with an ability to get into the details. 
  • Commitment to staying current on laws and legal environment impacting the Sierra Club Foundation’s operations.
  • Culturally competent, open-minded, inclusive, and adept at meeting people from different backgrounds and experience where they are. 
  • Willingness to travel as necessary, including weekends.
  • Knowledge and interest in conservation and climate change issues.
  • Public speaking experience.

Compensation and Benefits:

The salary range for this position is $275,000-$310,000.

The Sierra Club Foundation offers a competitive salary package commensurate with skills and experience plus excellent benefits that include medical, dental, and vision coverage; vacation and paid time-off; and a retirement savings 403(b) plan. The Sierra Club Foundation is a 501(c)(3) public charity and is a qualifying employer under the Public Service Loan Forgiveness Program. Sierra Club Foundation is an equal opportunity employer that values workplace inclusiveness and diversity in our workforce. Achieving our mission to “promote efforts to educate and empower people to protect and improve the natural and human environment” requires our staff to have a breadth of background and experience. More information about the Sierra Club Foundation can be found at sierraclubfoundation.org

 

To Apply: 

To apply online, please click here. The hiring committee will begin reviewing resumes in mid-September.

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