Tracy-Elizabeth Clay

Not too many organizations have turned the struggling economy into good times. But for Tracy-Elizabeth Clay, general counsel of Teach for America (TFA), 2009 has not just been a good time–it has been a boom time. This year, the non-profit–which places recently graduated teachers in underresourced schools received 35,000 applications for 4,000 teaching slots, a 42 percent increase from 2008. While the growth is thrilling, it also creates new challenges for TFA’s small legal team. “My primary job over the past three years has been building the legal function to match the needs of this rapidly growing organization,” Clay says. “That’s going to continue to be my primary focus: How do I construct a legal team that meets those needs yet preserves the nimble, entrepreneurial spirit that is part of what makes Teach for America so successful?”

Clay joined TFA in 2002 after four years as an associate at Hogan & Hartson. “I was getting very restless at the law firm,” she says. “I was looking at other opportunities closer to my value system.”

Because of Clay’s interest in public service, a friend recommended she meet with TFA’s founder, Wendy Kopp. Impressed by the organization, Clay joined the TFA team–but not its legal department. She assumed a position with the government affairs office before spearheading the non-profit’s expansion into Philadelphia.

Three years into her role as founding executive director of TFA in Philadelphia, Clay began to miss legal work. “Unbeknownst to me, the organization was looking to hire its first-ever full-time general counsel,” she says. “So when I shared my desire to look for new horizons, my manager said, ‘Wait a minute–we’re looking for a general counsel!’”

Since 2006, Clay has built a passionate legal team to support the organization as it spreads to new cities and adds hundreds of teachers to its corps each year.

Q: Was it always your goal to work in public service?

A: It was always my intention to go into the non-profit or public service sector. To be honest, I was somewhat ambivalent about whether I would do that as a lawyer, so it has proven to be wonderful and a bit surprising.

Q: Since you are TFA’s first full-time GC, how have you shaped the role?

A: My responsibility has been to build the legal capacity of the organization. When I started three years ago [as GC], the legal department was just me. Now we have an associate general counsel and a team assistant with a paralegal background. We also have a compliance arm and a woman who handles our largest federal grant and contract.

Q: How do your duties differ from those of a GC at a for-profit corporation?

A: I don’t know that it’s that different. Teach for America is a mid-sized corporation. Our budget is almost $150 million this year. We have almost 1,200 full-time employees on our staff. We operate in almost 30 states. So I have all of those responsibilities when it comes to employment and contract law. We’re blessed to have a great brand, so I do a fair amount of intellectual property and trademark protection work. I joke all the time with my friends that I’m sort of the “general” in general counsel.

Q: What is TFA’s legal responsibility regarding the work of its teachers?

A: People are often confused about our relationship to our teachers. We do not employ them. They are employees of the school district. Our legal relationship is that of a volunteer program–they volunteer to work with us. We in turn provide them with foundational training and ongoing professional development and support.

Q: What are the most challenging legal issues you face?

A: The overarching challenge that any general counsel has is to balance meeting all of our legal challenges and needs with managing our risk in a way that’s in harmony with our values and mission. And so you struggle all the time to do what’s right for the organization without impeding its ability to do what it does best in the community.

We manage brand risk. Are we about to enter into some partnership or embark on a new course of action which could have negative effects on how people perceive us? I work a lot with senior leadership as a thought partner on different initiatives or plans we’re about to undertake because that’s a huge concern. There’s also just straight up liability. We work with children. Indirectly, but we do work with children. We make sure we’re doing everything possible to ensure the safety and security of the students that are indirectly in our care. Similarly, we have about 7,000 teachers in some of the most challenged and chaotic school communities. The teachers are doing great work and partnering with amazing veteran teachers in those environments, but [the challenging schools] are also something we are very mindful of in our training.

Q: What do you think led to the explosion of TFA applicants this year?

A: A lot of people are responding to the call to service that President Obama initiated. His whole campaign invigorated and engaged a lot of young folks, and that spirit is continuing. People are really excited to think very deeply about how they might engage in community service and public interest. More generally, the economy has provided people–especially folks in colleges who might have been on a particular career track–with permission to step back and rethink what their values are and where they’re going to spend the next couple of years because it seems so difficult to plan in this environment. We’re seeing people who, in the past, might not have considered doing this type of work.

Q: How has the recession affected your legal department?

A: If anything, it’s been a boon to us. Teach for America has partnerships with a number of national firms, and we rely on their pro bono attorneys to do a lot of the work that we can’t handle. Even in this time of retrenchment, many firms have not cut back their support and commitment to pro bono. In fact, it’s been the opposite. As they’ve seen a slowdown in work, a number of our partners have come to us and said, “Hey, do you have more work for us to do? Do you have opportunities?” They want to keep their people busy and have them do sophisticated work that keeps their legal skills sharp. Obviously no one’s happy about the economy, but we’ve seen the legal community’s commitment to pro bono reaffirmed at just the right time.

Q: Why do you think the collaboration between law firms and public interest groups is so important?

A: Really, it’s vital. Organizations like us simply couldn’t do what we do without that support. The reason is simple: The way the non-profit community is funded puts enormous pressure on us to direct all of our funding toward our programming, not toward administration and overhead. Literally for us, it’s a do-or-die type of thing. We would not have access to the kind of legal support we need if we had to pay for it.

Q: What do you love about your job?

A: I can’t tell you how much I love our mission and the people I get to work with. And to know, even if it’s indirect, that you’ve had some part in changing the life trajectory of tens of thousands of children. Even now, seven years into being a part of this organization, it can bring me to tears. I just feel so privileged to get to do this work.