Running a Transactional Legal Services NGO

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From LawHub, this is I Am The Law. A podcast where we talk with lawyers about their jobs, to shed light on how they fit into the larger legal ecosystem. In this episode, Mike Spivey interviews the leader of legal services nonprofit in Atlanta, Georgia. She discusses the legal and non-legal aspects of her job and key facts about the non-profit world.

Mike Spivey:

Our guest today is Rachel Spears. She's the Executive Director of the Pro Bono Partnership of Atlanta, a legal services nonprofit serving Georgia's nonprofits. Rachel's a graduate of Davidson College in the University of Virginia School of Law. Rachel, before your current role, you did public finance for eight years at a very large firm. Can you tell us a little bit more about how you ended up at PBP?

Rachel Spears:

I often tell people I could not ever have envisioned my future laid out in front of me, this certainly. I did not have a plan that I was following at all. I just sort of happened into things. But looking back where I am now, it all makes sense. I did end up in law school and had loans. So even though I didn't go to law school intending to join a big law firm, I went and had a good experience. But when I really stopped to think about it, what I enjoyed most, and I hear people say this all the time, I'm certainly not unique, but what I enjoyed most about my practice was my pro bono work. That certainly was the most meaningful, rewarding work that I did. So when I stopped to think about the future for myself and what I wanted, I couldn't necessarily see myself doing what I was doing for the rest of my life. When I thought about what I wanted to do, that idea appealed to me doing something similar to my pro bono work.

It just so happened that my firm was involved in setting up the Pro Bono Partnership of Atlanta. There was a board in place, the initial funding was in place. Several law firms and corporations had committed that and were just looking to hire their initial executive director, and I was very fortunate to be hired for that position.

Mike Spivey:

And you haven't looked back.

Rachel Spears:

Mm-mm.

Mike Spivey:

Can you, just from the ground level up, describe what a nonprofit is?

Rachel Spears:

So it's a corporation, usually, that it's not that it cannot make a profit, it's that any profits have to go back into the corporation. Most nonprofits then go and apply to the IRS for tax-exempt status. All of the nonprofits that we serve are 501(c)(3) tax-exempt organizations. Donations to these organizations are tax-deductible, and when you think of nonprofit, you're usually thinking of a 501(c)(3). It's charitable, religious, educational organization. In fact, nonprofits include country clubs and business associations and all sorts of other organizations that are not 501(c)(3). And we ourselves are a nonprofit. So in counseling our clients, I'm right there with them. I'm running a nonprofit as well.

Mike Spivey:

How is that structure? What is it like to run a nonprofit?

Rachel Spears:

It's a business. I have to remind my clients of that. To some extent, you have to think of it like a business. You have to have money to function. You have to follow the law and follow all the corporate formalities, but it is different from your typical business, because the goal is not to make money. I mean, the goal is to fulfill your mission and that requires raising money, so you can have the money you need to fulfill your mission.

Mike Spivey:

Do you have a staff? Do you have people... Who do you report to and do you have people under you who help make the money and help run the business?

Rachel Spears:

Yeah, so the board of directors is ultimately responsible for the organization, and I report to the board. I run the day-to-day operations and I have a staff that helps me very much. We have a staff of six. Three of those are attorneys, including myself. It takes a lot of administrative support to do what we do, in terms of just managing all the correspondence with the clients, fundraising, managing our database, where we track all of our outstanding projects. There's just a lot that goes on behind the scenes.

Mike Spivey:

Who are your clients?

Rachel Spears:

We, at Pro Bono Partnership, represent 501(c)(3) nonprofits, all of whom serve low-income or disadvantaged populations. So even a subset of that. We don't serve churches, we don't serve educational institutions so much. It's really those charities that focus on the poor. What makes us different from your average pro bono kind of program is we don't serve individuals. We were set up to do something very different, and the reason is we were set up to try to get transactional lawyers involved in pro bono work. And for your sort of traditional pro bono, it's not always a great fit with transactional lawyers and I speak as a transactional lawyer. I never set foot in a courtroom, hardly, and was not comfortable doing so. Pro Bono Partnership was set up to bring in transactional lawyers, get them involved in pro bono in work that was more similar to the work they did every day.

Mike Spivey:

I think a lot of people, when they envision nonprofits, they envision working for individuals and these intrinsic rewards of getting to know their clients and representing and advocating for them.

Rachel Spears:

It's less direct than serving the individual. For example, we have organizations that serve the homeless, daycares and shelters and a variety of organizations that serve the homeless or organizations that serve the elderly or disabled people. We have a few pet rescue organizations, and so a lot of our volunteers will come to us and decide to take on a project, because of the client. That's something they're really passionate about and they want to serve the organization that serves those groups. So that can be fulfilling from that perspective, knowing that by helping your organization, you're helping all of the recipients of that organization services, because you're allowing that organization to, in some cases just survive. It comes down to that, but also fulfill their mission in a more efficient way, help them help more people. So for me, I've always really been motivated, frankly by appreciation, by being appreciated, and when they thank you for the services you're providing to the organization, that's a big motivation. It's a big motivation for our volunteers.

Mike Spivey:

So I have to do it to you on the flip side, what are some of the bigger headaches and challenges of running a nonprofit?

Rachel Spears:

Fundraising is not the thing that I most want to do, nor is it the thing that I am best at. I think it comes a little easier when you really believe in what you're doing, but there aren't a lot of people out there who really enjoy asking for money.

Mike Spivey:

So one of the things I like about running a business is, I control my own schedule. Is that the case?

Rachel Spears:

When it was just me and it was just me for a while, there was a little more flexibility, but with a staff of people, and I think it's helpful for us to keep pretty consistent hours. And I know that's a little bit old-fashioned, and I'm a working mom and I know where my kids are during the day, but when I get home I want to focus on them. So I'm not one that's checking a lot of emails at night or certainly not getting on calls at night.

Mike Spivey:

The job sounds phenomenal. I'm sold. I'm sold on your passion. I maintain that sincerity does sell. I imagine other people want to do that. How many other people are there that do what you do even in your area? And how competitive is it to break into?

Rachel Spears:

There are organizations like ours, meaning they primarily represent nonprofit organizations and match them with pro bono attorneys, kind of focusing on this transactional side of pro bono. You can find an organization like us in most major cities. We have a network and we stay in touch, so I would say there would probably be 15 organizations that we've worked with. So there aren't many and there's really not a lot of competition, just because there are a few of us, but there are a lot of places that don't have something like us. It would be hard to set this up in a smaller city, because it takes the funding.

What's nice about Atlanta is we have a lot of Fortune 500 companies that support this, because, I didn't mention this before, but we really focus on getting in-house lawyers involved in pro bono work. So it really helps to have a strong in-house community to get this started, certainly some major law firms that can help with funding as well. It would be very difficult to just break into it and say, "That's what I want to do.". I think that would be a very... You would really limit yourself if you only focused on getting involved in a transactional, pro bono organization.

Mike Spivey:

If someone was thinking, now, that they eventually want... They thought they wanted to either start a nonprofit or being an executive director, what are some of maybe the mythologies out there that nine years ago you assumed that it would be like X and it's nothing like X, it's like Y. In other words, how is the job different from what you thought it would be when you dove in headstrong, nine years ago?

Rachel Spears:

I have conversations a lot with people who want to start a nonprofit and I am usually trying to talk them out of it, because I think there are a lot of myths out there about nonprofits. You hear about the Gates Foundation and all these big corporations giving away all this money and they do, but the nonprofits are all going after that same money. And the nonprofits that are getting it are generally nonprofits that have been up and running for a long time and have a track record. So for someone to just one day decide to start a nonprofit and apply for grants, it's really naive.

I was very fortunate in, we had the initial funding, we had three years of funding committed when I was hired, so I didn't have that headache that a founder, coming in and just starting a nonprofit, would have. But I've met with many people who lost their job and decide it's a great time to start a nonprofit or just think they have a great idea, but have no plan and no funding. And I empathize so much with my clients about fundraising. It's constantly an issue. With most of these founders, that's the last thing on their list. They want to focus on the mission and the work of the nonprofit, but they need to be mindful of all this other stuff as well.

Mike Spivey:

Is there anything about what you do that routinely surprises your clients or volunteers?

Rachel Spears:

How much legal work I do. People say something to me to the effect of, "Oh, you don't practice law anymore. Back when you practiced law.", and I'm like, "I practice law every day, to the extent that I'm providing legal counsel to my clients, if that's what practicing law is.". That's the majority of my time. Even though our goal is to get lawyers doing pro bono work. So the goal, I'm trying to outsource as much as possible, but in doing so, in meeting with clients and getting phone calls from them and getting to a point where I have a project that I can outsource to a volunteer, there's a lot that goes on there that's legal advice, just to get it to that point. And in some cases we will handle the work internally, for a variety of reasons. We might do it ourselves, maybe because our volunteers don't have the expertise, so there's some of that as well. But I definitely feel like most of all, I'm a lawyer and then on top of that, I do all the other stuff, an executive director of a nonprofit does.

Mike Spivey:

What percent of your work is legal oriented and what percentage is managerial administrative?

Rachel Spears:

I was just having to figure this out for my audit and I'm thinking it's probably 80, 85% is legal. Each time we identify a project for a client and then find a volunteer attorney to take that on, we set up a conference call. An initial call, just to get everybody introduced, get the project off on the right foot, set the expectations and one of the attorneys on staff participates in every one of those calls. So I'll have three or four conference calls every day, where we're doing that and then meeting with new clients, taking phone calls and emails from clients. That's a lot of my time.

And because I do, we have to really be Jack's of all trades, in that we try to help nonprofits with whatever their legal needs are. So it's corporate contract, IP, employment, real estate, tax, bankruptcy, banking technology. I mean, the list goes on and on. So while I can't be an expert in all of those things, I do spend some time trying to stay up to speed on what's going on, so I can help identify issues spot and figure out how we need to help our clients.

Mike Spivey:

Rachel, can you explain what issue spotting is?

Rachel Spears:

Issue spotting is a big part of what I do and what we all do on staff. It's something, I feel like we started learning this in law school. It's really about identifying a legal issue. And so much of what I do is just identifying the issue and then I don't necessarily have to address the issue or resolve the issue, but I've got to be able to spot it. So a client will call me or email me and say, "We want to acquire a piece of property in order to provide a shelter, and the seller is willing to let us pay half the price and give them a tax receipt for the other half. Can you help me with this?". Well, I have to have a conversation with the client and talk to them about, "Have you thought about zoning? Is this zone an area where you're allowed to have a shelter?".

That whole issue of giving a tax receipt for part, having them just talk to you about what they're doing. They just think, "Oh, there might be a legal issue.". They don't really know exactly what it is, and you're trying to figure out where a lawyer comes into play there. So he asked for help, just making an offer, and I said, "Well, actually, you know, need a real estate agent for that. A lawyer wouldn't really help you with that, but a lawyer will come into play when you talk about what you're willing to pay, if you're talking about this tax receipt.". So sorting through what they're telling you and identifying where the potential legal issues are, and then going out and finding the right attorney with the right expertise to address that legal issue.

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