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JOB TITLE: General Counsel POSITION CLASSIFICATION: Vice President

REPORTS TO: SVP of Business Strategy and Operations LOCATION: Hybrid or Remote with a willingness to work ET hours when necessary

About American Rivers

American Rivers is a national conservation organization working to make every river clean and healthy for people and wildlife. We combine evidence-based solutions with enduring partnerships to safeguard the 4.4 million miles of rivers and streams that are essential to our nation’s clean drinking water, extraordinary wildlife, and the strength of our communities. For more than 50 years, our staff, supporters, and partners have been driven by a common belief: Life Depends on Rivers.

The beauty of rivers is that they connect all people and communities – including within our organization. The life experiences, knowledge, innovation, and talent that different people bringto our work provides perspectives, experiences, and competencies which are critical to oureffectiveness in protecting wild rivers, restoring damaged rivers, and conserving clean water forpeople and nature.

JOB SUMMARY

The General Counsel leads the organization’s legal function and heads up the legal team to provide legal services to American Rivers across a broad range of matters, including transactional and procurement agreements, employment law, nonprofit corporate governance and tax compliance, federal and state government funding compliance, intellectual property, lobbying disclosure compliance, corporate sponsorship, and charitable solicitation regulation. Serving as a member of the Executive Leadership Team (ELT), the General Counsel directs and manages all aspects of legal services for a national nonprofit organization and affiliated organizations that include a 501 (c)(4) and connected PAC in a period of growth and evolving organizational needs.

The General Counsel also advises the People and Culture Department on employment-related policies, employee benefits, insurance, and personnel matters. In addition, the General Counsel serves as a legal advisor to and partner with the executive team, staffs the Board Litigation Committee, and serves as the Board Assistant Secretary. The position oversees a legal department of four and two to four summer law clerks and reports to the Senior Vice President for Business Strategy & Operations.

PRINCIPAL RESPONSIBILITIES Transactional and Compliance

• Draft and review contracts and other legal agreements, including master agreements, subgrants, corporate arrangements, memoranda of understanding, and leases, and advise staff on related compliance matters.
• Develop, maintain, and oversee contracts tracking and approval process; monitor and report on metrics; and recommend improvements to procurement policies and procedures as needed.
• Partner with program staff on the development and execution of RFPs and RFQs, and identify, manage, and elevate the legal issues arising for projects contracting, permitting, procurement, insurance, compliance, claims, and dispute resolution.

Corporate Governance and Tax Compliance

• With the CEO, review and revise bylaws and other corporate documents, support sound corporate governance practices, and help maintain American Rivers’ good standing with federal and state regulators.
• Advise staff to ensure compliance with IRS guidelines related to lobbying activities by nonprofit organizations.
• Advise staff on state regulations applicable to charitable solicitation and assist with charitable watchdog reports as needed.
• Advise staff on 501(c)(4) organizational compliance and program.

Risk Management

• Develop and implement a proactive risk management framework, identify and elevate emerging legal, operational, and compliance risks to leadership, and recommend practical mitigation strategies.
• Lead efforts to reduce liability risk by developing and reviewing internal policies and procedures.
• Address personnel issues in ways that minimize risk and reduce the likelihood of litigation.
• If in aggregate beneficial to American Rivers, recommend transferring risk contractually to protect the organization from undue legal exposure.
• Oversee the organization’s insurance program, including applications, renewals, coverage questions, risk escalation, and integration of insurance requirements into contracts.

People and Culture

• Advise and manage employment matters in close partnership with the People and Culture leader, including high-priority personnel issues.
• Support People and Culture in ensuring compliance with applicable employment laws.
• Establish systems and processes with People and Culture to support best practices in performance management.
• Develop and communicate policies and procedures related to standards of legal and ethical conduct.
• Advise on the internship programs for other departments throughout the organization.
• Manage the annual conflict-of-interest acknowledgment for staff and board directors, as well as the disclosure process.

• Lead recruitment, interviewing, and supervision for the legal department's summer internship program (including legal clerkships) and externships, maintaining and strengthening a rigorous program that develops emerging attorneys while benefiting the organization.

Executive and Board Relations (for both American Rivers and American Rivers Action Fund)

• Advise the Board of Directors, President & CEO, and senior management on corporate governance, legal and regulatory compliance, risk management, and other issues affecting operations.
• Participate as a member of key leadership teams, contributing to management and strategic planning and providing legal advice as needed.
• Advise the Executive Office Manager and Board Liaison as needed in governance-related areas.
• Serve as Assistant Secretary to maintain the adequacy of corporate minutes and records.
• Staff the Board Litigation Committee to support review and oversight of organizational litigation and serve as a liaison between the Board and staff.
• Advise and participate in board meetings.

Counsel

• Advise staff in headquarters and field offices on organizational legal issues, litigation matters, and other matters across a range of legal practice areas.
• As prioritized and requested by management, provide legal advice on trademark and copyright matters, secure and defend national trademarks, copyrights, and branding assets, coordinating to with pro bono counsel as necessary.
• Identify and prepare all-staff training on legal issues relevant to the organization.
• Oversee outside counsel strategy and engagement, including matter scoping, budget management, performance oversight, and coordination to ensure timely, practical, and cost-effective legal support.

MINIMUM QUALIFICATIONS

• J.D. and at least 15 years of successful legal practice experience.
• Bar admission and good standing in at least one U.S. jurisdiction.
• Prior experience as a senior attorney, preferably including General Counsel experience, with a broad legal portfolio and staff management responsibilities.
• Collaborative approach with the ability to work effectively with multiple internal departments, external parties, and members of the Board.
• Experience reviewing, drafting, and negotiating a variety of transactional agreements.
• Knowledge of labor and employment law.
• Knowledge of the OMB Guidance for Federal Financial Assistance.
• Knowledge of intellectual property and charitable solicitation laws.
• Experience overseeing key elements of organizational risk assessment and management.
• Experience with cost-effective management of outside legal resources.
• Working knowledge of federal tax and election laws as they apply to 501(c)(3), 501(c)(4), and Section 527 organizations in general and public-interest law firms in particular.
• Experience overseeing a corporate insurance program, or knowledge of insurance law.
• Ability to travel to board meetings and other convenings as required.

PREFERRED QUALIFICATIONS

• Knowledge of non-profit corporate law, specifically in the conservation sector.
• Experience with large construction projects and related
• Experience working on matters of corporate
• Experience in analyzing and addressing legal ethics
• Knowledge of federal, state, and local lobbying
• Non-profit experience required, although it can be through pro bono
• Familiarity with or willingness to learn our suite of tools, including Slack, Zoom, Box, Monday.com, Intacct, and the Microsoft Suite or similar tools.
• Knowledge of or interest in environmental law and policy matters.

Candidates who are unsure if they meet all minimum qualifications or who have transferable skills and experience beyond the conservation sector are encouraged to apply.

LOCATION

Hybrid or Remote with a willingness to work ET hours when necessary.

COMPENSATION

American Rivers offers marketable compensation that reflects the qualifications and experience of the selected candidate. The salary range for this position is $142,000 - $214,000 annually, depending on experience and qualifications. We provide a comprehensive Total Rewards package to our full-time, regular employees, including:

• Health and Wellness: Medical, dental, vision, long-term and short-term disability, and lifeinsurance.
• Financial Security: After one year of service, American Rivers begins contributing a 3%employer contribution. There is no vesting schedule for employer contributions asemployees are 100% vested upon participation.
• Time Off: Four weeks of paid leave, eleven paid holidays, three floating holidays, andsick leave.

At American Rivers, we are committed to supporting our employee’s well-being, professional growth, and financial security, ensuring they can thrive both at work and in life.

COMMUNITY AND OPPORTUNITY

• At American Rivers, our core values drive everything we do – we Lead with Collaboration andTrust, Infuse Equity and Justice, Deliver Results, and Ensure Staff and Volunteers Thrive. Weare committed to fostering a workplace where employees feel valued, supported, andempowered to make a difference.
• Our culture prioritizes work-life thriving through Focus Fridays (no internal meetings), professional development opportunities, a home office stipend, and our comprehensive leave policies, including sabbatical leave (every seven years) and paid parental leave (six weeks w/ one year of service).
• We also ensure leadership stays connected to staff needs through an internal advisory group,fostering open communication and continuous improvement.
• At American Rivers, our people are our strength, and we are dedicated to building a thriving, inclusive workplace where everyone can grow and contribute to our mission.

American Rivers is committed to providing reasonable accommodations to qualified individuals with disabilities upon request. To request this document in an alternative format or a reasonable accommodation, please contact the Human Resources department at 202-243-7040 or recruitment@americanrivers.org. Please note that one week’s advance notice is preferred.

Applicant must be legally allowed to work as an employee in the United States.

American Rivers is an Equal Opportunity Employer.

Candidates of all personal and professional backgrounds are encouraged to apply.