The Brooklyn Debate League, which provides accessible speech and debate programs to students in New York City public schools, last year experienced a sudden new gust of wind under its wings – a viral feature on the popular social media accounts of “Humans of New York.”

The post highlighted Jonathan Conyers, a New Yorker from a troubled upbringing, who credits his high school debate coach with helping him turn his life around. He shared that his coach, known as “DiCo,” went on to found the rapidly growing League with the goal of helping even more students like him, but the organization was struggling financially and due to run out of funds in the near future. The post revealed that DiCo had even contributed large sums from his own savings to ensure that students would not be turned away from debate activities because of inability to pay. Seemingly overnight, a GoFundMe fundraising page linked to the post garnered more than $1.3 million in donations to the League and national media attention.

After seeing the story, Davis Polk Restructuring partner Angela Libby reached out to the League and asked if they needed help. Today, the Brooklyn Debate League is a Davis Polk pro bono client, and lawyers across the firm are regularly involved in supporting the organization with corporate governance, employment and IP advisory services.

To address the sudden influx of new money, the Brooklyn Debate League incorporated, a change that brought with it a host of new requirements and strategic decisions, with which DiCo was largely unfamiliar. “When the Humans of New York post went viral, we were not a legal entity – we weren’t organized, there was no full-time staff. Suddenly, we could expand and turn this organization and our impact into what we had dreamed of,” DiCo explained. “Our friends at Davis Polk went out of their way to talk to me, answer all of my questions and give me advice. This was my first time running a nonprofit – I didn’t have any experience with the legal documentation necessary, or everything we would need to do to establish ourselves and then stay in compliance once we were up and running.”

Our corporate governance lawyers determined that, under New York nonprofit law, the new corporation’s dramatic overnight increase in valuation exposed it to a range of audit and procedural requirements. We assisted the League in identifying and navigating the relevant regulations and establishing the necessary committees and internal processes to ensure compliance, including drafting an investment policy and a charter for the League’s audit committee.

Members of the newly appointed board of directors ranged from experienced nonprofit board members to first-timers; our corporate governance work culminated in training this group on nonprofit corporate governance topics including New York state rules, fiduciary duties and practical considerations for board committees.

The next step was to formally transition from the inaugural board to the first full board of directors, which, per the League’s bylaws, was to be instituted in two staggered classes to ensure continuity. In order to facilitate the transition and address logistical complications that could potentially cause the board to fall below its required membership, our corporate governance lawyers devised a two-step process: first, the members of the old board would sign a unanimous written consent and the non-continuing directors would concurrently tender their resignations by signing letters of resignation that we prepared. Second, the newly appointed board, at their first meeting, would adopt a set of resolutions that we drafted which appointed specific directors to two staggered classes.

DiCo, now Executive Director of the League, also asked for our assistance in drafting a waiver ensuring that the League would own the rights to materials its coaches create on a freelance basis, including handouts, articles, sample cases, research packets and slide decks. While addressing DiCo’s request, our intellectual property lawyers found out that the League’s coaches were not engaged pursuant to any formal employment or independent contractor agreements with the League. To create a framework for clarifying the terms of the coaches’ employment or service, our employment lawyers drafted forms of engagement letters to be used for both employees and independent contractors, and our IP lawyers drafted IP and confidentiality exhibits to the engagement letters to ensure that the League owns all rights to the materials created by the coaches.

Today, the Brooklyn Debate League is flourishing and rapidly growing. Before the influx of donations, the League was mainly operating virtually; now they have expanded to offer in-person programs, have started speech and debate teams at six New York City schools and are even running a summer camp where 80% of participants are on full or near-full scholarships.

Our corporate governance lawyers continue to work closely with the League’s board of directors, who have come to rely on us in an advisory capacity to provide advice on the board’s policies, forming its initial committees and getting the new board up and running. Of our ongoing relationship, DiCo said, “it’s been unbelievably helpful to have the folks at Davis Polk on hand – whenever something comes up and I don’t know what to do, they are the first people I call.”

Learn more about Davis Polk’s Pro Bono program.

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