Director, General Counsel

SUMMARY 

The Director, General Counsel is head of the IIA’s legal and board governance programs.   The General Counsel is functionally responsible for being the principal legal advisor for the IIA’s Board of Directors, the President & CEO, and the Executive Leadership Team, and overseeing and managing all legal affairs for the entire enterprise. The General Counsel reports to the Executive Vice President, Global Advocacy, Policy, & Stakeholder Relations.  

This a hybrid work position, based in Lake Mary, Florida, with a requirement of two days minimum in the office each week.  Regular domestic and international travel is required.

Pursuant to the IIA’s Management Control Policy, the General Counsel has a major role in providing legal counsel in the corporate strategic plan and areas of significant company-wide impact including, but not limited to organizational governance, enterprise risk management, advocacy and public policy, ethics, commercial contracts, litigation and disputes, intellectual property, corporate registrations, compliance, and corporate and real estate transactions. The General Counsel is also responsible for identifying, developing, communicating, and monitoring policies which will ensure compliance with all applicable laws and regulations. 

The General Counsel is additionally responsible for ensuring that the organization’s daily tactical decisions, long-term strategic initiatives, policies, and programs are developed and carried out in full recognition of all legal issues and risks. This involves obtaining and overseeing the use of outside counsel as warranted. 

Primary Responsibilities

Office of the General Counsel

• Identifies and addresses legal issues relating to the organization’s business and operations; recommends resolutions or alternative approaches and courses of action; provides legal counsel and support to the Executive Leadership Team, the Board of Directors and the Board’s Committees regarding legal matters affecting the organization, including but not limited to regulatory and governance reporting matters.
• Drafts, reviews, and manages corporate contracts and negotiations including commercial contracts, principal partner agreements, franchise/affiliate agreements, vendor agreements including hotel and Enterprise IT agreements, master service agreements, non-disclosure agreements, real estate and equipment leases, independent contractor agreements, licensing agreements, consulting agreements, advertising agreements, and external law firm retention agreements.
• Maintains the contract lifecycle management process for the organization. 
• Manages external law firm relationships to provide for efficiency and value-added legal and business advice. Coordinates and manages all organizational legal matters, engaging with external legal counsel as applicable.
• Conducts legal research and prepares memoranda, position papers, correspondence, or other materials summarizing and applying research and analysis to organizational issues.
• Manages all litigation and regulatory actions filed against or on behalf of the organization, and works with outside counsel to draft documents, answer discovery requests, prepare witnesses, attend depositions, and conduct trials. Assesses litigation risks and strategies in coordination with the executive team. 
• Maintains open and close relations with the Board of Directors, its committees, and the Executive Leadership Team, serving as a liaison and resource.
• Presents to Board Committees, including the Audit Committee, Supervisory Committee, Governance Committee, Compensation Committee, and certain committees of the organization on legal issues relating to the organization’s business and operations; recommends resolutions or alternative approaches and courses of action; and provides general legal counsel on complex legal matters effecting the company.
• Participates in the definition and development of corporate policies, procedures, and programs and provides continuing counsel and guidance on legal matters and on the legal implications of all matters.
• Monitors, oversees, and manages the organization’s Fraud and Ethics Hotline for Employees, which includes reviewing and investigating complaints, engaging outside counsel as appropriate, and reporting findings and making recommendations to the Board, Audit Committee, and/or Executive Leadership Team.
• Oversees the Membership Fraud and Ethics Hotline, which includes directing investigations conducted by the Chief Ethics Officer, IIA affiliates, or outside counsel in accordance with the membership’s Code of Ethics.
• Ensures legal awareness training and legal subject-specific training for all staff. Effectively communicates the importance of legal documents (e.