General Counsel

Overview

A nonprofit organization focused on mental health policy is seeking a General Counsel to provide strategic and practical legal guidance. This role supports nonprofit governance, compliance with tax-exempt organization laws, contract negotiation and review, employment law matters, and other legal issues. The General Counsel will collaborate with the Board of Directors, staff, contractors, partner agencies, and stakeholders, demonstrating strong judgment in a dynamic nonprofit environment.

The preferred work location is Texas. This position is primarily remote but requires up to 10% statewide travel. Some duties may require reliable personal transportation. Candidates residing in California, Colorado, Connecticut, District of Columbia, Hawaii, Illinois, Maryland, Minnesota, Montana, Nevada, New Jersey, New York, Rhode Island, Vermont, or Washington are currently ineligible. Relocation assistance is not provided. Proof of eligibility to work in the United States is required.

Salary is commensurate with experience and qualifications. The organization offers generous employee health and retirement benefits.

Responsibilities

• Serve as a trusted legal partner to departmental leadership, translating legal concepts into clear, practical guidance.
• Advise on state laws applicable to nonprofit organizations, including charitable solicitation registrations, UPMIFA, and relevant Texas Business Organizations Code provisions.
• Provide guidance on IRC and IRS regulations for 501(c)(3) organizations, including lobbying restrictions, unrelated business income, private inurement and benefit, taxable subsidiaries, charitable donation documentation, and conflict of interest processes.
• Review, draft, and negotiate a variety of agreements such as vendor and service contracts, NDAs, consulting agreements, and philanthropic and governmental grant agreements.
• Advise executive leadership on contractual risk, liability exposure, indemnification, and compliance obligations.
• Prepare, review, and formalize organizational processes and policies.
• Support Sponsored Programs and Philanthropy teams in monitoring and complying with donor requirements and restrictions related to grants and endowment funds.
• Assist Human Resources and executive leadership with employment law matters including employee relations, performance management, terminations, workplace investigations, and policy development.
• Review annual IRS Forms 990, 990-T, and 1120.
• Manage the annual budget for outside counsel and coordinate with outside counsel on litigation or specialized legal matters as needed.
• Serve as counsel to the Board of Directors on nonprofit governance and fiduciary matters.
• Assist in preparing Board and committee meeting agendas, resolutions, written consents, and meeting minutes.
• Support the Board in evaluating and determining executive compensation and ensuring compliance with section 4958 rebuttable presumption of reasonableness; coordinate annual executive compensation reviews with outside compensation consultants.
• Ensure compliance with existing governance policies and develop or update governance policies as needed.
• Perform other duties as assigned.

Requirements

Required Qualifications

• Juris Doctor (JD) from an accredited law school.
• Active bar membership in good standing in Texas or eligibility to waive in.
• Minimum of 7 years legal experience in nonprofit or tax-exempt organizations as in-house counsel, private practice, or a combination.
• Proven experience reviewing and negotiating contracts and grant agreements.
• Strong legal research and drafting skills.
• Excellent written and verbal communication skills.
• Ability to work independently and collaboratively, overcoming geographic and other communication barriers.
• Excellent organizational skills with the ability to manage multiple tasks and meet deadlines.
• Strong business acumen and comfort working directly with senior leadership.
• Strategic, critical, and analytical thinking skills.
• Flexibility in addressing new issues, topics, and approaches.

Eligibility Requirements

• Preferred work location is Texas.
• Position cannot be filled or performed in California, Colorado, Connecticut, District of Columbia, Hawaii, Illinois, Maryland, Minnesota, Montana, Nevada, New Jersey, New York, Rhode Island, Vermont, or Washington.
• Relocation assistance is not available.
• Proof of eligibility to work in the United States is required.

Compensation & Benefits

• Salary commensurate with experience and qualifications.
• Generous employee health and retirement benefits.

Location

• Primarily remote with up to 10% statewide travel within Texas.
• Some duties may require access to reliable personal transportation.