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 [email protected].