Corporate Governance Specialist

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Website Delta Sigma Theta Sorority, Inc.

The following statements are meant to describe the general nature and level of work being performed by individual(s) assigned to this position. They are not intended to be an exhaustive list of all duties, responsibilities, and skills required of personnel so classified. POSITION PURPOSE AND SUMMARY The Corporate Governance Specialist position supports the Office of the General Counsel and Compliance by providing necessary support emanating from corporate governance accountabilities, board actions, and risk management and compliance matters. The responsibilities include but are not limited to research, follow-through, and monitoring execution/administration regarding the Sorority’s existing and/or emerging policies, practices, procedures, and conduct relative to ethics, risk management, compliance, and administration. Such responsibilities relate to the documentation and codification of decisions and actions of the Board of Directors in its oversight, strategic planning, decision-making and financial planning as the Sorority’s governance body. The incumbent of this position supports the General Counsel by monitoring the activity and taking approved action to appropriately protect the organization’s integrity and to identify existing or potential legal/regulatory improprieties facing the Sorority. DUTIES AND RESPONSIBILITIES •Assists in ensuring documentation and codification of official actions of the Board of Directors. •Assists in the Board’s management of the corporate governance function of the Sorority, including preparation and filing of entity formations, dissolutions, resolutions, annual reports, appointments, powers of attorney and other statutory filings or subsidiary documents. When directed, coordinates with in-house and designated outside counsel as necessary. •Manages, populates, and keeps current any designated legal-affairs databases and prepares/generates database reports as requested. •Assists in review and/or coordination of materials for Regional Conferences and NationalConventions as necessary. •Assists in coordination and preparation of materials for board of directors meetings,including agendas, resolutions, form of minutes and other documentation as requested.Assists the National Secretary in ensuring codification and retention of board actions andofficial records of board meetings. •Assists with agreements and/or other documents on matters relating to onboarding andoffboarding of staff, Board members/officers to identify any improprieties that pose riskor compliance issues for the Sorority. •Assists with the review in establishment, pre-clearance approvals, and compliance ofcorporate policies. This includes, but is not limited to, assisting with matters relative theSorority’s policy on policies, ethics and codes of conduct, employmentpolicies/procedures, and other risk-management and compliance activity as assigned. •Assists in the National Secretary and Chair of the Documents Review Committee withimplementation of the Policy on Policies, including codifying and maintainingappropriate records of organizational policies. •Assists with due diligence, preparation of recordkeeping of related research materials andcorporate files. •Assists the Sorority’s business units and/or affiliates by providing documentation,research, and reports to those authorized or approved by the General Counsel, LegalAdvisor, and/or Chair of the Council of Legal Advisors. •Assists in researching and stays current on existing, new, and emerging regulatoryrequirements and corporate best practices applicable to nonprofit organizations, as well asaffiliates if applicable. •Performs duties outside the office setting and outside normal work hours when required to attend evening meetings and to meet deadlines, as assigned. •Performs other duties as assigned. MINIMUM QUALIFICATIONS, KNOWLEDGE, SKILLS, AND ABILITIES •Bachelor’s Degree •2-4 years of progressive governance and/or corporate paralegal experience in a not-for-profit environment. •Familiarity with (a) governance matters, principals, and/or terminology; and/or (b) riskand compliance law, principals, and terminology. •Working knowledge of social media and operational rules and point-of-contacts. •Excellent written and verbal communications. •Organized, detail-oriented and strong follow-up skills. •Motivated, self-starter who is able to work independently as well as with others. •Ability to analyze and resolve novel, complex issues with a resourceful, “can-do”attitude. •Ability to handle multiple tasks, take on new responsibilities and prioritize work in adynamic, sometimes deadline-driven environment. •Computer proficiency that includes MS Word, Excel, and Outlook. •Must maintain strict confidentiality. •Ability to work effectively with department staff, co-workers, vendors, CEO, boardmembers and leadership. •Must be able to move about in an office environment and in trade show/event areas ofhotels and convention centers in various cities. •Relocation assistance not available. Must reside within a 50-mile radius of National Headquarters within six (6) months of start date. •Proof of comprehensive COVID-19 vaccination (i.e., one dose of a one-dose series or two doses of a two-dose series) required. QUALIFICATIONS CONSIDERED A PLUS •Experience in the development and management of policy-on-policy development. •Experience working with Boards or compliance officers. •Proficiency in document management systems and/or electronic filing/discovery systems,such as IMIS, SharePoint, BrandShield, etc.).

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