We are seeking an experienced, detail-oriented, and strategic Transactional / Corporate Pro Bono Attorney to provide specialized legal counsel for our organizational infrastructure. In this role, you will be the lead architect of our legal foundation, guiding us through the complexities of non-profit formation, tax-exempt status maintenance, and the drafting of high-stakes commercial and partnership agreements. If you possess deep expertise in corporate law, a commitment to social impact, and the ability to turn complex legal requirements into clean, enforceable agreements, this is a vital role that ensures our organization is built on a durable, compliant, and sustainable legal framework.

Key Responsibilities
Nonprofit Formation & Governance: Advise on the lifecycle of non-profit entities, including incorporation, drafting bylaws, securing initial tax-exempt status (IRS Form 1023), and maintaining state-level regulatory compliance.

Contractual Drafting & Review: Draft and negotiate complex agreements, including Memorandums of Understanding (MOUs) for partnerships, independent contractor agreements, licensing agreements, and service-level agreements.

Risk & Liability Mitigation: Evaluate organizational activities for potential legal risk, providing counsel on corporate liability, indemnification, and insurance requirements.

Tax-Exempt Compliance: Provide ongoing guidance on maintaining 501(c)(3) status, including rules surrounding private benefit, lobbying, and unrelated business taxable income (UBTI).

Strategic Transactions: Assist in the legal structuring of strategic initiatives, such as fiscal sponsorships, organizational mergers, or joint ventures with other non-profits and private entities.

Regulatory Filings: Oversee or provide guidance on mandatory annual reporting, charitable solicitation registrations, and other jurisdictional compliance obligations.

Intellectual Property: Advise on the protection of organizational branding, proprietary research, and software assets through copyright, trademark, and data privacy frameworks.

Requirements & Qualifications
Education: Juris Doctor (JD) degree; active bar membership in good standing in the relevant jurisdiction is strictly required.

Experience: 5+ years of experience in corporate law, transactional practice, or non-profit representation at a law firm or in-house setting.

Technical Skills:

Expertise in corporate drafting, contract law, and non-profit tax regulations.

Strong aptitude for corporate structure design and complex regulatory research.

Proficiency in managing multi-stage transactional projects and coordinating with regulatory agencies.

Personal Attributes:

Meticulous Precision: A high degree of accuracy in drafting, where minor clauses can have significant long-term impact on the organization.

Strategic Foresight: Ability to anticipate the legal implications of business decisions and build in flexibility for future growth.

Integrity & Discretion: Absolute commitment to protecting the organization's legal and ethical interests.

Clear Communicator: Capacity to translate complex legal "legalese" into understandable options for non-legal leadership.

Tags: Corporate Law, Transactional Law, Non-profit Formation, Contract Law, Governance, Tax-Exempt Status

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