General Counsel

Overview

During a period of significant opportunity, growth and evolution, ROC USA seeks a solutions-oriented, business-minded General Counsel to join the Executive Leadership Team, which is responsible for driving mission and margin. The General Counsel will work with internal staff and external partners to advance strategy, close loans, structure innovative investment vehicles, support the development of new lines of business, navigate legal, regulatory, and governance matters, and contribute to Enterprise risk management. This role combines sophisticated real estate and finance practice with entrepreneurial leadership, helping shape the future direction of a national social enterprise while overseeing legal matters ranging from community acquisition closings to corporate structuring, capital formation, and organizational growth.

About ROC USA

ROC USA, a Delaware limited liability company, 501(c)(3) nonprofit, and a certified Community Development Financial Institution (CDFI), is dedicated to preserving and expanding affordable homeownership in manufactured home communities across the United States. Residents in these communities typically own their homes but not the land beneath them. When communities are sold to investors, residents face the risk of displacement, escalating land rent increases, and wealth-stripping.

ROC USA and our Network of nine Certified Technical Assistance Providers (CTAPs) support residents to collectively purchase their communities and govern them as cooperatives, or “resident-owned communities.” This ensures that communities stay affordable, homes appreciate, and land rents are used by the cooperatives to operate and improve the community. To date, we have enabled the formation of 361 ROCs to access over $1 billion in community financing, resulting in the preservation of 24,500 affordable homes across 22 states.

With a staff of 32 and growing, ROC USA has an operating budget of approximately $8 million, over $287 million in total assets, and approximately $350 million in assets under management. We currently operate at an 80-85% self-sufficiency ratio.

Governance

ROC USA was created in 2008 as a social enterprise, building on 24 years of work in the sector at the New Hampshire Community Loan Fund. The Loan Fund was joined by Capital Impact Partners and Prosperity Now as impact equity investors. Each of these founding investors has made two contributions of organizational equity and are members of ROC USA LLC. The LLC structure is rare for non-profits. For ROC USA, it has meant strong and continuous support for our mission from our founding partners. NeighborWorks® America also sponsored ROC USA and continues to serve on the Board of Directors.

ROC’s 17-member Board of Directors includes appointed seats from the LLC members, as well as designated seats for representatives from NeighborWorks America, the CTAP Network, and the ROC Association, as well as three at-large seats. The ROC Association is a national homeowners association for residents of all ROCs that provides outreach and education, as well as policy and advocacy to support the field. As a member of the Executive Leadership Team, the General Counsel will work closely with the ROC USA Board.

Subsidiaries

ROC USA Capital is a wholly owned subsidiary of ROC USA and a certified CDFI providing acquisition financing and other capital to ROCs nationwide. Since 2008, ROC USA Capital has provided over $550 million in financing to ROCs. It holds an A+ Aeris rating and three stars for impact performance.

ROC USA Capital operates a participation-based lending model: capital is raised to the balance sheet, loans are originated to resident-owned cooperatives, and approximately 70% of each loan is sold to participation partners (banks, CDFIs, and impact investors). ROC USA Capital retains approximately 30% and continues to service and manage the full loan. Loans are primarily acquisition financing for resident purchases of their manufactured home communities, averaging approximately $4.5 million across our 135 loan portfolio, and structured as commercial real estate transactions with cooperative borrowers.

ROC Developer, LLC is a wholly owned subsidiary under development in order to pilot and scale a manufactured home “development” arm. This subsidiary will place new manufactured homes on vacant sites in existing ROCs to create new homeownership opportunities for lower income households and increase the land rent generated to support the ROC.

Current Opportunities & Future Directions

The General Counsel is a critical part of our vision to strategically grow and sustain the social enterprise for long-term success and catalytic scale. During the next three years, ROC USA anticipates:

1. revamping our core service delivery model to best help ROCs thrive and build the accompanying infrastructure to drive efficiencies, compliance, and portfolio health.
2. deploying at least 70% of our $38.1M federal PRICE grant to increase resident acquisitions, complete infrastructure projects, and place new manufactured homes in ROCs (while advocating to ensure that PRICE receives future annual appropriations).
3. expanding our geographic reach strategically and building enduring public policies, subsidy programs, and partnerships necessary for scale.
4. maturing our capital strategies by expanding our prospective participation pools (or funds) and evaluating accessing the bond markets or other institutional capital.
5. pursuing innovation through loan product diversification to further our mission and revenue sources.

ROC USA is at an inflection point. Over the past decade, we have built one of the nation’s leading CDFI financing platforms dedicated to resident-owned communities. The next phase is about scaling that impact with greater speed, complexity, and institutional strength (To enable these ambitious growth strategies for the next three years, ROC USA is anticipating a large multi-million grant investment).

Currently, ROC USA has outsourced our legal needs to a growing list of law firms as our legal and compliance needs have diversified and increased, and our corporate and financial structuring have become more complex. Understanding the General Counsel will not have deep experience on all legal-related matters required by the organization, the General Counsel will evaluate how we can value-engineer our external legal partnerships and bring other legal needs in-house. In particular, loan closings cost approximately $10,000 each, so a key opportunity is bringing closings in-house. Additionally, we structure loan participations and prospective participation pools, which is an opportunity for real savings if brought partially or fully in-house. We expect one staff member will report to the General Counsel who oversees resident-owned cooperative legal templates and contributes to loan closings, broader compliance, and quality assurance.

Position Overview

The General Counsel will lead legal strategy across ROC USA and its subsidiaries, providing counsel on matters ranging from lending, capital formation, corporate structuring, governance, regulatory compliance, enterprise risk management, and strategic growth initiatives. As the organization continues to expand its lending platform, launch new business lines, deploy federal resources, and explore innovative capital structures, the General Counsel will play a central role in helping the organization navigate complexity while advancing mission and financial sustainability.

This is not a traditional transaction-execution role, nor is it a purely advisory position. The General Counsel will be expected to serve as both strategist and builder. In addition to advising executive leadership and the Board, the General Counsel will lead efforts to strengthen the legal infrastructure of the organization. Early priorities are expected to include reviewing and modernizing loan closing documents, participation agreements, Network agreements, governance documents, compliance systems, and legal workflows. The successful candidate will help redesign legal processes so that they are efficient, scalable, understandable to the low-income communities we serve, and structured to minimize operational, regulatory, and reputational risk.

The General Counsel will work closely with internal leadership, their supervisee, and a network of specialized outside counsel. A key responsibility will be evaluating which legal functions should remain outsourced and which can be brought in-house to improve efficiency, reduce costs, and strengthen organizational capacity. This includes developing systems, templates, training, quality-control procedures, and internal legal processes that enable staff to execute consistently and accurately while maintaining appropriate legal oversight. The successful candidate should be comfortable moving between executive-level strategic discussions and detailed document review, process design, and implementation.

Key Responsibilities

Strategic Legal Leadership

Serve as the organization's chief legal advisor and a member of the Executive Leadership Team, helping ensure legal considerations are effectively integrated into organizational strategy, growth, governance, and risk management. Responsibilities include:

• Advising the President & CEO, Board of Directors, and senior leadership on legal risks, obligations, opportunities, and strategic initiatives. Contributing legal perspective to organizational planning, capital strategies, new business development, subsidiary oversight, and enterprise risk management.
• Identifying legal and regulatory risks early and helping develop practical, mission-aligned solutions.
• Assessing when outside specialized counsel is appropriate, selecting and managing those relationships, and integrating their work into internal decision-making
• Providing compliance oversight across lending, CDFI regulatory requirements, corporate governance, and contractual obligations
• Proactively reviewing organizational practices and identifying creative legal adjustments to better align with mission and operational goals

Real Estate Lending Legal Infrastructure & Compliance

Serve as the senior legal authority on ROC USA Capital's lending activities, participation structures, and real estate transactions with support from the staff paralegal. Responsibilities include:

• Leading periodic reviews of key legal document templates, recommending improvements to strengthen compliance, reducing risk, improving clarity, and supporting operational efficiencies.
• Helping ensure legal documents are accessible and understandable to resident leaders and low-income households while preserving appropriate legal protections.
• Reviewing, negotiating, and providing final approval on loan documents, participation agreements, fund and capital structures, and other transaction-related matters.
• Providing legal guidance and execution on complex transactions or non-standard deal structures, restructurings, workouts, and enforcement actions across the loan portfolio
• Advising management on legal controls, compliance expectations, and documentation standards necessary to meet organizational, investor, lender, public subsidy, and regulatory requirements.
• Working collaboratively with staff to support consistent implementation of legal requirements across organizational operations.
• Overseeing and coordinating outside counsel engaged on real-estate matters.

Corporate Governance & Legal Infrastructure Development

Provide legal guidance across ROC USA and its subsidiaries on governance, organizational matters, and contractual relationships. Responsibilities include:

• Advising on nonprofit and subsidiary governance, fiduciary obligations, board authority, committee structures, and organizational decision-making. Reviewing and advising on contracts, grant agreements, government awards, partnership agreements, vendor relationships, and other organizational commitments.
• Supporting legal aspects of ROC USA’s relationships with CTAP Network, ROC Association, investors, funders, and strategic partners.
• Advising on employment matters, intellectual property, and other organizational legal questions as they arise.
• Supervising and mentoring ROC USA's paralegal and supporting their professional development.
• Evaluating opportunities to bring appropriate legal functions in-house while maintaining access to specialized expertise when needed.
• Managing legal expenditures and helping ensure outside counsel relationships deliver high-quality, cost-effective services.

Specialized & Emerging Issues

• Provide legal guidance on emerging issues that arise through ROC USA's mission, growth, and innovation. These may include:
  • Community development finance and CDFI-related matters.
  • Cooperative governance and resident-owned community issues.
  • Federal grant compliance and public funding requirements.
  • New products, programs, and business initiatives.
  • Privacy, data security, technology contracts, and other evolving organizational needs.

Qualifications

Required

• J.D. from an accredited law school and active bar membership in good standing in at least one U.S. jurisdiction; bar admission in a specific state is not required given the national scope of this role, though multistate licensure or experience practicing across multiple jurisdictions is a plus.
• Minimum of 10 years of legal experience, with substantial experience in commercial real estate finance, community development lending, or a related field.
• Demonstrated experience exercising independent legal judgment in a senior or leadership capacity—not solely executing transactions under supervision.
• Demonstrated experience in assessing scope and complexity of legal matters and determining when and what type of outside counsel is appropriate.
• Experience providing compliance guidance and advising organizational leadership on legal risk.
• Strong communication skills and ability to translate legal analysis into practical recommendations for non-lawyer colleagues.
• Comfort operating in a lean, collaborative, mission-driven organization where resourcefulness and judgment matter as much as credentials.
• Comfort operating remotely.
• Ability and willingness to travel periodically.

Preferred

• Experience serving as general counsel or in a senior in-house role
• Familiarity with CDFI operations, nonprofit governance, and affordable housing finance
• Experience working with cooperative law or manufactured housing structures
• Prior experience managing or hiring and coaching less experienced legal staff or paralegals

Compensation

ROC USA has established an annual salary range of $200,000 – 240,000 for this position, commensurate with experience. Compensation also includes a comprehensive benefits package.

What Else You Should Know

ROC USA is an Equal Opportunity Employer. We celebrate diversity and are committed to creating an inclusive environment for all employees. All qualified applicants will receive consideration for employment without regard to race, color, religion, sex, gender identity or expression, sexual orientation, national origin, disability, age, veteran status, or any other legally protected status.

How to Apply

Interested candidates should submit a resume and cover letter sharing your interest in the position via ROC USA's Application Form.