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Understanding the Role of General Counsel in a Nonprofit Organization
Cameron Hawkins • June 13, 2025
general counsel meeting with non profit org.

Some people might assume that taking investors, shareholders, and profits out of an organization would make it easier to run. Shouldn’t operations be less stressful when there’s no profit motive?


Unfortunately, the opposite is typically true. You’re still accountable to grantors and givers who want to see results and how you’re spending their money. Nonprofit leaders must work hard to minimize overhead, check every regulatory box, and meet every filing deadline to maintain their organization’s tax-exempt status.


Whether relating to employment matters, grant agreements, board governance, or charitable solicitation laws, legal missteps can put a nonprofit’s mission, funding, and tax-exempt status at risk.


While large organizations may have the budget to afford an in-house legal team to handle these issues, many small and mid-sized nonprofits don’t have that luxury. It is possible to find outside general counsel capable of offering the same level of legal guidance, liability reduction, and compliance assistance without the price tag of in-house counsel. This flexible approach gives nonprofits access to ongoing legal guidance without the cost of a full-time attorney on staff.


How General Counsel Supports Nonprofits

Compliance Oversight and Risk Mitigation

From bylaws and policies to state and federal filings, general counsel helps nonprofits stay compliant with changing laws and avoid costly regulatory oversights.


Governance and Board Training

Nonprofits must ensure their board members understand their fiduciary duties and operate under strong governance policies. Legal counsel can help boards navigate their responsibilities and update key documents when changes are needed.


Contract Review and Negotiation

Every vendor agreement, lease, or memorandum of understanding comes with legal obligations. General counsel can ensure contracts protect the nonprofit’s interests and align with its tax-exempt mission.


Employment Law Guidance

Misclassifying workers, mishandling leave, or failing to provide required accommodations can lead to legal disputes. General counsel helps nonprofits create compliant HR policies and respond appropriately when issues arise.


Strategic Legal Advice During Transitions

Whether expanding programs, entering into a major grant agreement, or restructuring leadership, general counsel provides trusted advice during periods of change.


What to Look for When Choosing Outside General Counsel for Your Nonprofit

The process of finding the right general counsel isn’t always easy for nonprofits. Board members and leadership teams need to carefully vet their options, because their choice can have profound positive or negative consequences.


Experience With Nonprofit Law

Not all attorneys understand the nuances of tax-exempt organizations. Look for someone with a clear track record of working with 501(c)(3) nonprofits and experience handling issues like board governance, charitable registration, and private inurement.


Practical, Budget-Conscious Advice

Smaller nonprofits don’t need long-winded lessons on legal theory. They need clear, actionable guidance that fits within a limited budget. A good outside general counsel will tailor recommendations to your resources and risk profile.


Availability and Responsiveness

When questions come up, whether during a leadership transition or a grant compliance review, you need an attorney who will return your calls, provide timely input, and understand the urgency of nonprofit operations.


Familiarity With Local and Federal Regulations

Nonprofits must comply with both state and federal laws. Your attorney should be well-versed in Georgia’s charitable solicitation and employment laws as well as IRS requirements for exempt organizations.


Proactive and Preventive Approach

The best outside general counsel doesn’t just wait for problems. They help you spot risks early, train your team, and implement policies that reduce the likelihood of legal exposure.


Ongoing Relationship, Not One-Off Advice

Nonprofits benefit most when legal counsel is part of long-term planning, not just a last resort during a dispute. Choose a law firm that’s interested in providing long-term support for your mission. An outside general counsel who treats your current need as a one-time job won’t have the incentive to fully understand your nonprofit and may not identify the short- and long-term challenges you face.


Legal Support That Grows With Your Atlanta Nonprofit

The Law Office of Cameron Hawkins partners with Atlanta nonprofits to offer practical, preventive legal support tailored to the realities of nonprofit leadership. Whether you need help reviewing governance policies, managing an employment issue, or maintaining compliance while scaling, we can help you move forward with confidence.



Contact the Law Office of Cameron Hawkins at (678) 921-4225 to schedule a consultation.

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