Legal Counsel

What You'll Do

The Legal Counsel will advise Proteus Fund and Proteus Action League (PAL) leadership and staff on laws and regulations that apply to nonprofit organizations, including general tax-exempt compliance, governance, fiscal sponsorship, as well as contracts, data privacy, and intellectual property. They will work with senior management to ensure programmatic and operational compliance with federal and state tax law, other relevant federal and state laws and regulations, including state lobbying and election laws, and related matters. The internal level for this position is director. The Legal Counsel will advise Proteus Fund and PAL in the following areas:

• Federal and state legal and regulatory compliance relevant to the operations and programmatic work of 501c3 and 501c4 organizations.
• Non-profit corporate governance matters.
• Legal issues specific to Fiscal Sponsorship, Donor Advised Funds, Donor Collaboratives, Supporting Organizations, structuring of charitable contributions, and grantmaking.

Key Responsibilities

Strategic Counsel

• Provide guidance and strategic legal advice to senior leadership on all aspects of day-to-day legal issues for Proteus Fund and PAL. Ground all legal advice and other aspects of the position in Proteus Fund's mission, vision and values as a social justice-focused philanthropic intermediary.
• In collaboration with senior leadership, outside General Counsel, and a risk and crisis communications consultant, identify areas of legal risk for the organizations and assist in developing strategies to mitigate those risks.
• In collaboration with the President, outside General Counsel, and Board leadership, assist in ensuring sound and compliant governance structure and corporate operations.
• Review and advise on compliance issues presented by staff and projects, including in collaboration with external counsel as needed.
• Advise on, draft, and distribute legal notices and letters and work with General Counsel and, if applicable, other counsel in representation of the organizations.

Advocacy and Lobbying

• Advise on legal aspects of the lobbying efforts of Proteus Fund's and PAL's programs and the non-primary purpose activities of PAL to ensure appropriate tracking, reporting, and other compliance with all relevant local, state and federal requirements.
• With the President, review policy or position statements drafted by the Proteus Fund and PAL, our donor collaboratives, and our Fiscally Sponsored Projects to enable the President to make sound decisions on what will and will not move forward.

Contracts and Grant Making

• Draft, review, and negotiate contracts, Memos of Understanding (MOUs), intellectual property (e.g., copyright, trademarks), and similar business and operational matters.
• Advise on and draft grant agreements to support grantmaking approaches.
• Review incoming grant agreements from funders as needed to support donor intent, Proteus Fund's and PAL's interests, and financial compliance.

Training and Review

• Develop and provide regular training for staff on areas of legal compliance relevant to Proteus Fund's and PAL's work, including 501(c)(3) / 501(c)(4) compliance, lobbying, and general controlling nonprofit laws and regulations
• Work collaboratively with communications, program staff, VP for Programs, and the President, as needed, to review external communications and collateral with a focus on 501(c)(3) / 501(c)(4) compliance and mitigation of other risk (defamation/libel, confidentiality and privacy, etc.).

Fiscal Sponsorship

• Support and advise on the legal aspects of Proteus Fund's and PAL's fiscal sponsorship practice, including governance, structures, and development and review of necessary agreements for a variety of onboarding and offboarding scenarios.
• Participate in due diligence on potential new fiscally sponsored projects to identify areas of legal risk.
• Partner with the Director of Fiscal Sponsorship and COO on the consideration and potential development and implementation of model C and other models of fiscal sponsorship.

General Risk Management and Other Responsibilities

• In coordination with General Counsel and risk management consultants, advise senior leadership and program staff on the legal risk assessment of new work.
• Research and draft organizational policies in support of clarity and shared understanding related to legal risk management and compliance.
• Ensure that Proteus Fund's and PAL's registered trademarks are properly maintained and support the organization and programs with intellectual property management including the development and review of agreements, releases, etc.
• Stay abreast of all relevant legislative and regulatory changes that may impact the work of Proteus Fund and PAL.
• Participate in conversations, meetings, and collaboration as needed with attorneys for other social justice intermediaries and private foundations to represent Proteus Fund's and PAL's interests, exchange resources, and support due diligence.

Who You'll Work With

You will report to the Chief Operating Officer.

You will frequently collaborate with executive leadership, all departments, projects, and programs at Proteus Fund. This includes the President, Chief Financial Officer, VP for Programs, VP for People and Culture, donor services, finance, grants management, IT, and operations, as well as Proteus Fund's and PAL's donor collaboratives and fiscally sponsored projects.

Working with the President and the COO, you will assist in managing communications flow and division of labor between the staff attorney, General Counsel, and other external counsel retained by Proteus. You will manage relationships with and be the primary liaison to Proteus Fund's outside General Counsel.

• J.D. degree from an accredited school of law and membership in good standing or ability to be admitted to the Bar of a relevant jurisdiction (DC, MA, NY).
• At least 7 years experience in the areas of law and regulation relevant to Proteus Fund's and PAL's legal status, work, and operations (i.e., IRS nonprofit tax compliance, multi-entity nonprofit governance including 501(c)(3) and 501(c)(4) contracts) in a law firm or relevant philanthropic or nonprofit setting.
• Demonstrated understanding and application of the balance of legal risk management with advancing the mission of the organization.
• Demonstrated experience and proficiency in legal research and writing and developing policies, processes, and protocols for risk mitigation, including skills with Westlaw/Lexis systems.
• Ability to approach the work with core values at center, including our commitment to Diversity, Equity, Inclusion, and Belonging, and an ability to work collaboratively with a team that is diverse and inclusive.
• Ability to manage a fast-paced work environment and work efficiently in a remote/virtual organization with a matrixed team structure and ability to manage an outsourced team.
• Ability to serve as a thought partner to organizational leaders and other staff in the exploration of new work and new projects.
• Experience that is not required but would be a plus include legal experience with fiscal sponsorship; experience with organizational insurance policies and supporting renewal processes; knowledge of the philanthropic ecosystem and funder relationships; and experience working with social justice movements.
• Commitment to the vision, mission, and values of Proteus Fund and PAL as philanthropic social justice organizations.

Proteus Fund is a national organization with offices in New York City and metro Boston and staff throughout the country. This role is remote within the Eastern and Central time zones, and the Legal Counsel must have membership in good standing or ability to be admitted to the Bar of a relevant jurisdiction (DC, MA, NY). Travel up to 20% is required for in person meetings, a full staff retreat each year, as well as occasional travel for conferences and professional development.

The salary for this role is $137,237 - $166,057 and is based on a variety of factors including, but not limited to: geographic location, skill set level, years of previous/applicable experience, and Proteus Fund's commitment to ensuring pay equity within the organization. The recruiting team will share more details regarding salary bands based on the candidate's specific geographic location as well as the other factors noted above. Salary is one part of the total compensation that Proteus Fund provides to employees.

Proteus Fund believes that one of the greatest strengths of an organization is the rich diversity of its staff and board, and is committed to providing equal employment and promotional opportunities based upon individual capabilities and qualifications without regard to race, color, religion, gender identity or expression, pregnancy, sexual orientation/affectional preference, age, national origin, ethnicity, marital status, citizenship, disability, veteran status, or any other protected characteristic as established under the law. Proteus Fund's policies and practices are to reflect Proteus Fund's commitment to nondiscrimination in all areas of employment.

Accessibility

Proteus Fund is committed to the full inclusion of all qualified individuals. As part of this commitment, Proteus will ensure that persons with disabilities are provided reasonable accommodations. If reasonable accommodation is needed to participate in the job application or interview process, to perform essential job functions, and/or to receive other benefits and privileges of employment, please contact info@on-ramps.com. Additionally, throughout this document, use of the pronoun "they" is intended to be inclusive of individuals who identify as non-binary as well as those of gender expansive identities and experiences.