DUANE A. BROWN, J.D. P. O. Box 1041 Email: db1604b8c@westp ost.net Upper Marlboro, MD 20773 www.linkedin.

com/in/DABLAW

SENIOR EXECUTIVE AND SENIOR COUNSEL Versatile and award-winning executive officer and legal professional with C-leve l experience in law, operations, regulatory compliance, licensing, labor relatio ns, litigation management and risk prevention encompassing for-profit and non-pr ofit organizations. Reputation for championing quality and cost control initiati ves while driving growth and an improved bottom line through strategic and tacti cal emphasis on process improvement, streamlining, and innovative program positi oning. VALUE OFFERED a- Governance & Ethics a- Employee Relations & HR a- Contract Development a- Lic ense Agreements & IP a- Regulatory Compliance a- Administrative Proceedings aCorporate Legal Affairs & Taxa- Outside Counsel Management a- Litigation Manage ment a- Commercial Transactions a- Risk Management & Insurance a- Real Estate Managem ent PROFESSIONAL EXPERIENCE DISTRICT OF COLUMBIA HOUSING AUTHORITY, WASHINGTON, DC 2009 - Pre sent Administrative Hearing Officer a" Contract Responsible for conducting administrative legal proceedings based on actions br ought by the agency or appeals filed by public and private housing residents who are alleged to be in violation of the District of Columbia's Municipal Regulati ons and/or the Code of Federal Regulations. Duties include the review of a varie ty of lease and business agreements and evaluation of evidence including exhibit s, briefs, and oral testimony of witnesses; conducting research and rendering le gal decisions within prescribed statutory timeframe. NATIONAL MULTIPLE SCLEROSIS SOCIETY (NMSS), NEW YORK, NEW YORK 2007 to 2009 $240M Annual Revenue a" 56 Chapters a" 1200 Staff a" Planned and Managed $2.2M B udget Executive Vice President & General Counsel Recruited to develop and oversee first internal corporate legal department for a society of 54 chapters and 1400 staff including the national office. Given add itional responsibility for both risk management and corporate lease management w ithin first six months. Planned and managed $2.2 million budget. Supervised th ree staff and reported to CEO. * General Business Counsel: Managed all corporate legal issues including governa nce, complex commercial contracts, IP licensing, real estate leasing, employee relations, litigation, tax, and regulatory compliance as first legal counsel for NMSS and its subsidiary. Provided legal counsel to executive team, HR, chapter staff, and Board of Directors. * Process Improvements: Spearheaded corporate culture shift that emphasized use of in-house legal counsel and reduced outside-counsel costs by $170K in first ye

ar. Created standardized legal templates, policies, and SOPs. * Risk Management: Initiated risk management strategy that reduced insurance po rtfolio costs by $370K in first year. Partnered with Human Resources to reduce l itigation; key member of corporate whistle-blower team. * Board and Volunteer Relations: Led corporate governance initiatives and the p rocess of drafting and instituting first NMSS Conflict of Interest Policy. Colla borated with Board of Directors to modify bylaws, certification standards and go vernance policy revisions. Staffed Governance, Insurance, and Audit Committees of the Board. * General Counsel and Assistant Secretary - FAST FORWARD, LLC (FF) NEW YORK (Who lly-owned subsidiary of NMSS) - Simultaneous with my role as GC for NMSS, I was responsible for managing corporate legal issues including governance, complex co ntracts, joint ventures, IP, and corporate compliance as first legal counsel for FF. Also provided legal counsel to CEO and FF Board of Directors.

DUANE A. BROWN, J.D.

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AMERICAN DIABETES ASSOCIATION (ADA), Alexandria, VA 1998 to 2007 $240M Annual Revenue a" 1000 Staff a" Planned and Managed $6.5M Budget National Vice President, Legal & Administrative Affairs Recruited to develop and oversee first internal corporate legal affairs departme nt in addition to maintaining accountability for administrative affairs includin g risk management, real estate and lease management, and business continuity pla nning. Conducted annual new board trainings on ethics and conflicts of interest . Supervised ten (10) staff, reported to CEO and provided legal counsel and over sight to three ADA subsidiaries. * Corporate Counsel: Managed corporate legal issues including governance, regula tory compliance, negotiated service transactions, complex contracts, labor relat ions, tax, litigation, IP, and corporate ethics and compliance. Provided legal c ounsel to senior and executive teams, department management staff and Board of D irectors. Managed legal affairs of three ADA subsidiaries. Facilitated adoption of critical Sarbanes-Oxley principles and practices. * Risk Management: Developed business-continuity planning and risk management st rategies in aftermath of association merger. Merged administrative and insurance services for greater efficiency and cost savings. Partnered with HR to reduce l itigation, which in turn reduced overall corporate insurance costs, and co-direc ted corporate whistleblower program. * Contract Management: Negotiated and managed complex commercial contracts and p rocurement for office equipment and supplies. Additionally, managed real estate lease operations for 125 offices. Consolidated contracts with nation-wide vendor s to gain negotiation leverage. Upgraded technology with maximum ROI and gained operational efficiencies through streamlined processes and cost savings. * Change Management: Played key cross-functional team role in successful merger of 50 quasi-independent affiliated state organizations into one national associa tion within 6 months. Centralized policies, programs, and standard operating pro cedures (SOPs). Consolidated diverse insurance plans and negotiated volume-disco unt savings.

* Process Improvements: Spearheaded corporate culture shift that emphasized use of in-house legal counsel and reduced outside-counsel costs by 70%. Created stan dardized legal templates, procurement policies, and SOPs. * Board and Volunteer Relations: Played key role in corporate governance and in process of reducing Board of Director size (from 60 to 29). Collaborated with vo lunteers and BOD in modification of bylaws and policy revisions. HOWARD UNIVERSITY HOSPITAL, Washington, DC 1993 to 1998 $33M Department Budget a" 170 Departmental Staff Director /Legal Advisor/Chief Contracting Officer Recruited to manage full P&L oversight for operations of 8 departments while dri ving systems improvement initiatives to deliver quality and cost efficient healt hcare. Directed through a period of intensive growth, resulting in accountabilit y for a $33 million budget and 170 staff. Principal legal advisor and liaison t o senior management and University legal counsel. First senior management recip ient of the Executive Directoras Leadership Award. * Legal Advisor: Served as in-house legal advisor and provided complex contract negotiation guidance. Drafted more than $21 million worth of construction, procu rement, consulting, and medical equipment contracts for department heads. Chair person of the interdisciplinary EEO committee. a Budgeting & Finance: Streamlined $33 million budget management for 8 separate departments by enlisting and training managers in zero-based budgeting and en forcing accountability. Empowered managers in budget planning and provided budge t consultation after two reductions-in-force. a Change Management: Spearheaded systems and process improvements which led to c ost-efficient, top-quality healthcare. Led cross-functional management and clini cal team that captured $1 million in cost savings within 30 days by eliminating duplication and obsolete processes, and by introducing volume-discount purchasin g. * Staffing & Supervision: Improved service delivery and reduced expenses throug h greater productivity and enhanced team morale by instituting walk-around man agement, and employee feedback and recognition. DUANE A. BROWN, J.D. Page Three

EDUCATION & AFFILIATIONS Juris Doctorate (JD) a" Howard University School of Law, Washington, DC Bachelor of Arts (BA), Political Science / History / Classics a" Howard Universi ty Law a" Supreme Court Bar, Pennsylvania (Currently on application in DC); America n Society of Association Executives (ASAE) a" Chair, Legal Section Council (2007 to 2008) and Chair, DC and California Law Symposiums (2005 to 2006); Associatio n of Corporate Counsel (ACC); Washington Metropolitan Area Corporate Counsel Ass ociation. Civic a" Avalon Home Owners Association a" President (2007 to 2008); Evangel Cat hedral a" Deacon Board Member, Youth Ministry Leader; PTA President, VP, Secret ary, Treasurer a" 10 years, Montgomery County, MD.

PUBLICATIONS Board Source Magazine, Nov/Dec 2006, aA Winning Numbera Corporate Counsel Magazine, June 2002, aPatient Heal Thyselfa Association Management Magazine, January 2001, aYou and the Lawa (legal primer f or Board members) RECENT CLE COURSES COMPLETED The Non-Profit Corporate Secretary a" Responsibilities and Risks a" April 2010 ( WMACCA) Non-Profit Labor and Employer Issues a" May 2010 (ACC) Elements of an Effective Compliance Program a" May 2010 (ACC) Conflict of Interests for Non-Profits/Director Conflicts a" May 2010 (WMACCA) Restrictive Covenants in Contracts a" December 2010 (ACC) New Developments in Securities Litigation & Insurance Coverage a" January 2011 ( ACC) Exempt Organizations in Review 2010 a" February 2011 (Caplin and Drysdale) Negotiation Ethics for In-House Lawyers a" April 2011 (NJ Law Journal) Outstanding Settlement Work a" April 2011 (NJ Law Journal) E-Discovery for Small Businesses & Non-Profits a" 10 Common Mistakes to Avoid a" April 2011 (Fulbright & Jaworski)