​Hello! 

Just a quick message to share an article I recently published in the Idaho Advocate, Enforcing the "Benefit" Part of Benefit Corporations." A benefit corporation is a legal entity form that creates a duty for managers to consider a wide range of stakeholders and to strive to create positive social and environmental impacts. Social entrepreneurs around the country are choosing this form and doing amazing work! My July 2019 article covers issues related to accountability and enforcement - what happens when the promises are not being fulfilled or results are not being achieved? Check it out on the Idaho Advocate website or by going to my Education page.

My next article entitled, "Entity Selection for Social Entrepreneurs" will be published this fall and I will send it to you! Please contact me if you want to discuss how to incorporate your commitment to social good into your legal business framework!

PS: You're invited to the SOFT OPENING for my new plant-based apothecary, The Vervain Collective! This has been my passion project for the last 2 years and we're finally ready to open up to our community and are super happy to be inside the Roots Zero Waste Market!

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Thank you for reading!  I hope you are finding plenty of opportunities to feel joyful!
~Kelsey

Greetings People Who are Reading This!

I just finished a snack taco while drafting a proposal for a potential new consulting client, which I made after squeezing in some gardening time in between rain showers. I do love working from home, as it feeds my need to flow with my go! Despite what you might think, I am not a disciplined "sit down and get this done" kind of person. I've tried lots of techniques, but I've realized that listening to my intuition and doing the work that feeds me in that moment works best for me. The challenge is not putting my true self down - I'm a high performing slacker and proud of it! Ha!

Currently, I'm feeling like writing a long letter to you! So, in my last musing, I shared a bit of woe about a failed business relationship and alluded to bigger and better things on the horizon! I am STOOOOOOOOKED and honored to finally be ready to share a new chapter in this amusing book of life.
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Dr. Nicole Pierce, Carolyn Swenson, and I formed The Vervain Collective to support the natural health community - the professionals, the health conscious, and the curious; the growers, the makers, and the dabblers. Together, we collectively learn about and celebrate relationships between plants, minerals, fungi, microorganisms, and each other! Our plant-based apothecary will have a treatment/consultation room for natural health practitioners and a community education space! We're opening inside the Roots Zero Waste Market in late spring! Follow us on Instagram and Facebook!

Here are some happy shots of Vervain's official launch at Yogafort this March! Our booth was a hit and we got to talk to a lot of people about the special opportunities ahead!

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I'm going to still be a lawyer! 
I've been reflecting on the funny-ness of life and the many circles we travel through. When I was a freshman in college, I was pre-med pursuing a career in alternative medicine. Then for a few reasons (including almost failing organic chemistry!) I chose law school instead. I never stopped loving plants or believing in the healing power of nature. I'm super in love with my niche private practice, and I'm so grateful that I am able to pursue Vervain as well. Part-time lawyer, part-time sustainability consultant, part-time apothecary owner! Full-time Kelsey Jae!

Selected Things to Say About Lawyering: 

* Social entrepreneurship - I believe in the mission of B Lab, which is "using business as a force for good". The creation of a rigorous and ambitious third-party standard to measure a broad scope of issues (workers, environment, government, supply chain, community, etc.) helps to eliminate greenwashing. If you can't back it up, it's getting harder to say it with a straight face. That said, pursuing a B-Corp Certification isn't ideal for all businesses. Deciding whether it's worth it is a decision based on factors such as the need for transparency and accountability and the need to distinguish yourself in the marketplace.

Even if you don't have the intention of getting certified, doing the Impact Assessment is illuminating. You take the assessment and get a score. Usually, it's pretty low the first time you do it because you have yet to focus on documentation of the issues it tests. The assessment comes with an Improvement Report which gives you targeted ways you can improve and get more points. Then, after you implement some/all of the suggested improvements, you get back in the assessment and update your answers. Once you get to 80 points, you submit for approval. Then a staff member is assigned to you and they grill you and ask for more proof. If you stay above 80, you can become a Certified B Corp!

Full disclosure, I have had a hard time getting certified as a solo practitioner lawyer in a single member LLC. Even though social entrepreneurship has been my guide, it's hard to get points in governance, workers, and supply chain when I work from home from a laptop. BUT, I am not abandoning the effort! My consulting company, Warm Springs Consulting, earned our certification last year. And I will be pursuing it for The Vervain Collective as well.

If you (or your colleagues or other attorneys) want to know more about the law of social entrepreneurship, you know where to find me!

* "Low-Bono" - Being accessible to my community is important to me, and I've tried to create a compensation model that allows me to meet my needs while helping awesome people who might otherwise forgo legal representation due to cost. I love the term "low-bono" - a concept that applies to offering modest rates to clients of modest means. My clients on the lower end of my sliding scale are brilliant, ambitious, courageous, and inspiring. Please help spread the word that I do not turn people away for lack of funds if their needs align with my values and we are able to work out a mutually beneficial arrangement.

* Child Protection Cases - I am in my second year of volunteering for the Court Appointed Special Advocates/Guardian ad Litem program. It has been empowering - and very sad at times. I'm glad that this program exists to step in and in most cases stop child abuse and neglect and get families the help they need. Please consider volunteering - we need more volunteer lawyers and guardians (non-lawyers).

* Nonprofit Law: From Incubation to Fundraising - Here is a link to a great video/CLE from the Sustainable Economies Law Center, a source of great inspiration to me. 

Alright friends - it's been a long letter. I have a few more "billable" things to tend to before doing some laundry and hitting dance class! 

Be not-too-safe out there! Strive to find what moves you and move with it!

With love,
Kelsey Jae

Haaaappy New Year!
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I really love the symbolism of the fresh start, and this year marks 3 years since I launched my solo law practice. What an adventure! I've been enjoying interacting with a growing book of amazing clients - most of whom were or have become friends. While I've been told it's ill-advised to get emotionally connected to work, I've never been able to separate "work Kelsey" from "real life Kelsey". To me, it's all LIFE. And feeling connected to the people I work with is critical to my well being. I hope my service as an attorney helps my clients do well in their chosen ventures while appreciating the interconnected nature of law and community. I choose to honor the role of love in our economic relationships. 

Are you with me?!?!  You must be - you're still reading! Hahaha!

Since this is a new year newsletter, I'll share some highlights of last year - including both celebrations and setbacks, because we all know that a full life includes both.

• My sustainability consulting company, Warm Springs Consulting, earned status as a Certified B Corporation® and is working on several innovative projects for an inspiring future. 
• I took a 10-day road trip to Florida, then California, and back BY MYSELF! Whoowee that was intense and healing and fun.
• I got licensed to practice law in Oregon so I can represent clients in the growing legal cannabis sector. I already have two clients that are growing industrial hemp and that makes me happy!
• I worked with small businesses and nonprofits to share their success with employees, add clarity to their governance and communications, stay in compliance with the law, bring more local food to our community, and incorporate their values into their business models.
• I helped secure families' futures by demystifying wills and trusts and adding peace to divorces.
• I got my hopes up and went all in on a new business venture that I felt really passionate about     . . . and it didn't go well and is dissolving. I'm mourning the loss and embracing the failure. I know that I will take all that knowledge and pain and channel it into something even better. Like the Sword of Gryffindor, I only take in that which makes me stronger! News on a new and improved project is forthcoming!
• I moved through some deep personal insecurities and fears and had quite a few epiphanies about love and purpose. I feel more centered now than I ever have, while gladly embracing my vulnerabilities. 

BRING IT 2019!!! Let's do more awesome things together! Here's what's up for me and my clients this year:

• Workshops on economic empowerment
• Collaboration with securities lawyers and business consultants to increase local investing opportunities
• A renewed commitment to using my resources to support the social and environmental performance of my business and my clients' businesses
• A reinvigorated commitment to supporting non-conventional couples and families navigate the law governing their relationships with compassion and creativity

I'M SO GRATEFUL for all of the ups and downs. I'm reminded to let go of attachments and the need to control the world around me. I'm grateful for the fear because it shows me what is possible. I'm grateful for Idaho because it is full of amazing people who hold me up and love me.

And I'm grateful for you. Let's stay in touch this year!

It's been almost one full year since I left my day job to start my own law practice, and I'm proud to say that I still think I'm on the right path! My firm is a transactional practice dedicated to supporting social enterprise, cooperative culture, and the sharing economy. Focusing on this niche is exciting because there is so much to learn and I am able to be creative while helping do-gooders that inspire me.  I feel super grateful for the clients who have invited me into their lives and businesses, and I am eager to continue strengthening the collaborative ties in this growing movement. Here is a smattering of news items I thought you might find interesting.

I am committed to being accessible to my community. I'm pleased to announce my new Legal Coaching Subscription Service! I explored this idea for several months as I sat with the truth that many of the individuals and organizations I admire and want to work with operate on very tight margins and hesitate to reach out to an attorney. I find it unfortunate that so many good people feel that legal advice is too expensive, and I want to diffuse that situation for my clients. To expand my menu of flexible billing options, I have created the Legal Coaching Subscription Service! By welcoming frequent calls, brainstorming chats, and document review/interpretation in exchange for a $150/month subscription, I hope to reduce barriers to seeking legal advice and build deeper connections with my clients. READ MORE.

Benefit Corporations, B-Corps, and Worker Cooperatives are awesome!Last week, Boise State University and the Small Business Development Center collaborated to bring us Boise Startup Week. I was absolutely honored to present on Social Enterprise and the Law. We discussed the difference between a Benefit Corporation and a B Corp (one's a legal business form under state law, one is a third party certification), why they were needed in the first place (to secure the place of social enterprise in the corporate model and protect against shareholder primacy), and other creative and beneficial models (democratic worker cooperatives, LLCs with social missions, and employee stock ownership plans). I have been stoked on this topic since college and am excited that this field continues to grow. Check out the presentation and feel free to share!

Sustainable Agriculture continues to call me in. A robust regional food economy and seed shed is developing! I have always admired the hard-working farmers committed to sustainable and ethical agriculture, and I feel much more appreciative now that I have tried what "farm life" is like. For the last 8 months, I've been a community supported agriculture/seed saving apprentice at Earthly Delights Farm, whose founder is also the founder of the Snake River Seed Cooperative. That is CHALLENGING WORK!  But it is so rewarding! I wanted the experience so I could be a bad ass gardener for the rest of my life, but also to get more "dirt cred" with the community of farmers I hope to work for!  Ha!  In between planting hot crops and traveling around Idaho, I presented Hot Topics in Sustainable Agriculture to my Legal Fellows at the Sustainable Economies Law Center.  The presentation is pretty cool if you want to check it out - there are a lot of issues to work on in this sector. It was also a follow up to the article I wrote on the Food Safety Modernization Act and Direct-to-Consumer business models for Idaho's lawyer magazine, The Advocate.

I've been asked, "who is your dream client?" In response, I offer this list prepared by my friend at the Sustainable Economies Law Center:

• Social enterprises
• Worker cooperatives
• Cohousing communities
• Shared commercial kitchens
• Maker spaces
• Community gardens
• Car and ride sharing groups
• Ecovillages
• Local currencies
• Barter networks
• Time banks
• Tool lending libraries
• Land trusts
• Grocery cooperatives
• Community owned solar
• Community supported agriculture

Yeah!  All those things moooooooove me.  Let's do it!

Thank you for your support and friendship!

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Happy summer!  This truly is my favorite time of year. While living in Boise has helped me appreciate all four seasons for their uniqueness, my soul is nourished for the whole year after a few months of heat, swimming, music festivals, and camping! As we approach Independence Day, I am reflecting on the importance of freedom to me, and how much I value being able to do what I want when I want to do it . . . and how frustrated I feel when I am stuck in a pattern that someone else seems to control. This is true in my relationships and career choices, and it also applies to how I shape my personal space at home.


I feel free and creative when I experiment in the yard and garden, and my priority is creating an edible landscape that welcomes a vibrant and diverse ecosystem in tune with the local climate and free of toxic chemicals. I would feel so inhibited if I lived in a community with rules that told me I couldn’t create the scene I wanted. And yet, so many people live in regulated communities with strict covenants, conditions, and restrictions (“CC&Rs”) that limit their efforts to be more sustainable through xeriscaping, urban agriculture, nontoxic maintenance, energy efficiency, and renewable energy.


Several years ago, I partnered with the Idaho Chapter of the U.S. Green Building Council to address this issue, and we published a report called, Greening Your CC&Rs: Strategies to Improve the Sustainability of Your Neighborhood (followed by a synopsis in The Advocate). This report outlines problematic language, suggests better rules as alternatives, and describes the various procedures for how to implement change. In the name of freedom and independence, I have decided that it is time to dust off this report and get back to work on helping people eliminate outdated HOA rules. Because to me, there are few things more annoying than a rule I don’t want to follow!

Instead of rules that mandate poisons to kill weeds, how about rules that encourage species diversity and healthy soil?  Instead of rules that characterize clotheslines and solar panels as unsightly, how about policies that value energy conservation and renewables? Most CC&Rs have an assortment of provisions that inhibit sustainable actions, and people tend to be unaware of them until they want to implement prohibited techniques.  But we can be proactive and change the rules instead!

I’d love the chance to meet with homeowners associations and subdivision residents to come up with solutions that will build community and improve the ecological value of our neighborhoods!  Please contact me if you’re interested, and share this message with others!


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These are energizing times! Socially and environmentally conscious entrepreneurs and community leaders are placing more value on sharing and cooperation, and our economy is changing as compassion for others plays a bigger role in business. Even so, many laws currently on the books present barriers to the sustainable models we need, and conventional legal practice can discourage cooperation and sharing when people emphasize scarcity and power. The legal profession has much room to grow to support a more loving world, and I am committed to practicing law in a way that encourages social enterprise, cooperative culture, and a sharing-based economy.
I’ve been studying Janelle Orsi’s book, Practicing Law in the Sharing Economy, and am grateful for the recent invitation to become a Legal Fellowat the Sustainable Economies Law Center! These connections are inspiring me with new knowledge to bring to the many exciting opportunities ahead of us in Idaho. The types of legal counseling I look forward to providing include:

• Designing and drafting agreements. Social entrepreneurs in the cooperative and sharing economy need creative and highly collaborative agreements to serve as the roadmaps to complex and long-term relationships. When people choose not to document agreements because they think informality will reduce conflict, they usually see the opposite result. Instead, we can create agreements that nurture healthy relationships.
• Managing risk. Fear of liability and loss can be a barrier to sharing and collaboration. This can be resolved with agreements that clarify responsibilities, allocate risk, waive liability for certain activities, indemnify members of a group from others’ liability, and create other ways to ensure that communities can remedy a loss, resolve disputes outside litigation, and reduce risks of harms. Reducing fear is a major step in creating a more loving economy.
• Choosing, forming, and structuring entities. There are so many options to provide structure to how people work together, manage assets, engage in cooperative activities, and operate in social enterprises. These involve an overlapping network of state and federal laws and require an understanding of concerns relating to fundraising and management. Many possible entity forms are underutilized and can help the sharing economy grow.
• Managing relationships with and use of land. Real estate, subdivision, and land use regulations govern what we do with land and must be navigated – and changed – as we develop creative new agreements and entities that structure ownership, development, financing and management of land with the goal of increasing the resilience of our economy and ecosystems.
• Navigating regulations on production and commerce. The legality of small-scale and collaborative arrangements engaged in regulated industries like food, energy, healthcare, childcare, housing and transportation is complex and evolving. Regulations on these activities were developed to manage transactions between producers and consumers that tend to have little to no personal relationship and can inhibit smaller scale community projects.
• Understanding the legalities and taxation of exchange. In the sharing economy, people provide valuables, goods, and services to each other through a variety of relationships that are gray areas under current tax and employment laws. These include barter transactions, barter networks, community currencies, time banks and other modes of non-conventional exchange.
• Navigating labor and employment regulations. As communities adopt diverse and collaborative ways of creating meaningful work experiences, relationships involving work and compensation must be structured to comply with – or avoid application of – complex employment laws. Many of these laws were designed to protect abuse of vulnerable populations, but can often make voluntary sharing and cooperation difficult.
• Navigating securities regulations. To support a world where social enterprise and housing will be financed and owned by members of our local communities, state and federal securities laws must be understood and navigated. This is a complex area of the law that is often violated unknowingly because people assume these laws only apply to “big money”. Raising money is highly regulated but it does not have to be scary or reserved for faceless institutions.
• Managing intellectual property issues. Music, photos, illustrations, poetry, essays, performances . . . there are many options when dealing with the shareability of creative works. As technology and values change, the laws will adjust, but understanding how to share without stepping on legal toes is important in the sharing economy.

Thank you for reading this! My professional mission is to help awesome people do awesome things, and I’m looking forward to meeting more people and exploring this vision together. Learn more about me and please contact me with ideas!