Associate General Counsel
Associate General Counsel - California

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The William and Flora Hewlett Foundation, based in Menlo Park, California, is seeking an associate general counsel to work in the General Counsels Office.

About the Foundation

The William and Flora Hewlett Foundation has been making grants since 1967 to help solve social and environmental problems at home and around the world. The Foundation concentrates its resources on activities in education, the environment, global development and population, performing arts, and philanthropy, and makes grants to support disadvantaged communities in the San Francisco Bay Area. The Foundations assets are more than $7.5 billion, with annual awards of grants and gifts totaling over $350 million. A thirteen-member Board of Directors provides overall direction for the Foundation. For more information about the Hewlett Foundation, please visit .

About the General Counsels Office

The General Counsels Office is responsible for providing timely, coordinated, and thoughtful legal advice that is grounded in applicable laws and tailored to the Foundations business needs, enhancing its ability to achieve its charitable goals. Legal staff counsel internal clients on a wide variety of regulatory, compliance, and risk-management matters. The office comprises four individuals: the general counsel; an associate general counsel; a part-time staff counsel; and an executive assistant.

About the Position

This full-time employee reports to the general counsel and helps facilitate the Foundations grantmaking by advising staff and conducting legal research on the rules that apply to the Foundations programmatic work and operations; developing legal compliance-related templates, policies, processes, and trainings; and reviewing grant agreements and reports, consultant agreements, and other contracts. To be successful, this lawyer needs to function as both a skilled generalist and a content expert on grant compliance issues affecting the Foundation.


Support for Grants Management/Grant Compliance

A core responsibility of this position is to act as primary counsel to the Foundations Grants Management and program teams to ensure compliance with relevant laws and best practices related to grantmaking. It is anticipated that this set of responsibilities will take approximately 60 percent of the lawyers time. Specific duties include:
  • Reviewing grant proposals and reports for specific compliance-related issues.
  • Together with the Grants Management team, meeting with program staff to resolve grant compliance issues and providing training on grant compliance topics.
  • Working within existing processes and procedures to support compliance infrastructure to ensure proper workflow. As needed, working with the Grants Management team to draft and revise user-friendly policies and procedures for grantmaking.
  • Drafting, reviewing, and negotiating a broad range of grant agreements, including collaborative agreements with other funders.
  • Reviewing grantee documents to confirm tax status and/or to ensure compliance with tax rules (e.g., supporting organizations, domestic and foreign government agencies, tax treaty provisions, and expenditure responsibility requirements).
  • Advising program staff on the legal issues that apply to the Foundations international grantmaking and activities, including U.S. and foreign tax issues.
  • Coordinating with outside counsel as needed on grant compliance issues.
  • Focusing on programmatic goals while ensuring compliance with legal requirements.

Other Departmental Responsibilities

This employee will also assist the general counsel on a variety of other Foundation projects. It is anticipated that these responsibilities will take approximately 40 percent of the lawyers time:
  • Counseling staff members on the legal rules that apply to the Foundation, and to tax-exempt 501(c)(3) organizations generally, at the state, federal, and international levels.
  • Maintaining and updating the compliance process for handling required filings related to advocacy activities (e.g., the California Political Reform Act and Federal Lobbying Disclosure Act) and keeping up-to-date on the laws regarding contacts with government officials.
  • As requested, acting as counsel in other specific legal areas, coordinating advice with the other in-house lawyers and outside counsel.
  • Acting as a sounding board to other in-house counsel.
  • Developing training materials that highlight key legal rules and their application to the Foundation and its grantees.
  • Developing and implementing user-friendly policies and procedures as needed, working in conjunction with the general counsel and other departments as appropriate.
  • Coordinating with the general counsel offices of peer foundations and public charities on occasional projects of mutual interest.
  • Staying up-to-date on relevant developments in areas of the law affecting the Foundation.

  • J.D. with a minimum of four years of legal experience. Significant experience with issues affecting 501(c)(3) tax-exempt organizations, preferably in a nonprofit setting or for nonprofit clients. This may include, for example, nonprofit tax or advocacy work; experience advising on corporate governance; or general contracting and intellectual property expertise.
  • Experience adapting complex legal advice to create practical processes and guidance materials for clients, including in-house users.
  • Project management experience with developing and implementing compliance policies and procedures.
  • Ability to understand the Foundations goals and to counsel its staff on how to achieve them efficiently, while appropriately factoring in legal risks and compatibility with the Foundations systems and policies.
  • Strong client-service skills and the ability to resolve problems creatively and effectively, identify underlying issues in complex situations, recognize patterns and trends, develop comprehensive solutions to recurring issues, and apply relevant expertise and experience to diverse legal questions.
  • Excellent written and oral communications skills.
  • Strong leadership and interpersonal skills, high integrity, and the ability to learn quickly, gain credibility, and work effectively within the General Counsels Office and the Foundation overall.
  • Ability to juggle multiple priorities, manage projects, facilitate change, organize time, and identify resources for projects.
  • A license to practice law in California or eligibility for such admission at the time of hiring.

Physical Demands/Work Environment

The physical demands described are representative of those that must be met by an employee to successfully perform the essential functions of this position. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions.

While performing the duties of this position, the employee is regularly required to sit for extended periods of time and to lift files and books used for research.

How to Apply Please send the Director of Human Resources a resume and cover letter explaining how your skills fit this position:

Email: (Subject Line: [Your Name] Associate General Counsel)

Fax: 650. 234.1985

Mail: Director of Human Resources

The William and Flora Hewlett Foundation

2121 Sand Hill Road

Menlo Park, CA 94025

The William and Flora Hewlett Foundation is an equal employment opportunity employer and welcomes a diverse pool of candidates in this search.