POSITION DESCRIPTION: BOARD SECRETARY
Purpose: The Secretary is responsible for ensuring that accurate and sufficient
documentation exists to meet legal requirements, and to enable authorized
persons to determine when, how, and by whom the board's business was
conducted. In order to fulfill these responsibilities, and subject to the
organization's Bylaws, the Secretary ensures that minutes of meetings are
recorded, that they are complete, accurate, and available. The Secretary
maintains membership records, fulfills any other requirements of a Director and
Officer, and performs other duties as the need arises and/or as defined in the
Bylaws.
Responsibilities and Expectations
1. Bylaws. Certifies and keeps at the principal office of the corporation the
original or a copy of the organization’s Bylaws as amended to date. The
Secretary ensures that an up-to-date copy of the Bylaws is available at all
meetings.
2. Membership Records. Ensures that official records are maintained of
members of the Board. Ensures that these records are available when required
for reports, elections, referenda, other votes, etc.
3. Meeting Minutes. Ensures that all members of the board receive approved
minutes of all board meetings within a reasonable time following the meeting.
Ensures a suitable place at the principal office is provided for a book of minutes
of all meetings of the board and board committees. Minutes shall record time
and place of meeting, whether regular or special, how notice was given, the
names of those present or represented at the meeting, reports presented, and
the text of motions presented and description of their disposition.
4. Custodian of records. Ensures that the records of the organization are
maintained as required by law and made available when required by authorized
persons. These records may include founding documents, (eg., articles of
incorporation), lists of directors, board and committee meeting minutes financial
reports, and other official records.
5. Communication. Ensures that proper notification is given of trustees'
meetings as specified in the Bylaws. The Secretary manages the general
correspondence of the board of trustees except for such correspondence
assigned to others.
6. Signing Officer. The Secretary may be designated by the Board of Directors
and/or Bylaws as one of the signing officers for certain documents. In this
capacity, the Secretary may be authorized or required to sign or countersign
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checks, correspondence, applications, reports, contracts or other documents on
behalf of organization.
7. Corporate Seal. Arranges for the secure keeping of the corporate seal at the
principal office. Monitors the affixing of the seal as authorized by law or the
provision of the Bylaws, to duly executed documents of the corporation.
8. Miscellaneous. In general, performs all duties incident to the office of
secretary and such other duties as may be required by law, by the Articles of
Incorporation, or by the Bylaws, or which may be assigned from time to time by
the board chair or the board of trustees.
This document uses the word "ensure" to convey the intent that accountability for the specified
responsibilities lies with the Secretary but it is not necessarily the Secretary who carries out the
activity. Indeed, it is expected that many of these responsibilities will be delegated to staff or
others, including experts retained for a specific purpose. The word "ensure" is not intended to
imply any additional source of legal duties beyond those that are required by law.
Competencies and Expectations for a Board Chairperson
1. Demonstrated commitment to and involvement in the organization.
2. Respected by board members, the CEO and key stakeholders.
3. An understanding of corporate record keeping and financial reports of the
organization.
4. An understanding of principles of finance and investment strategies.
5. Ability to work with the chief financial officer, Business Office Manager and
auditors.
6. Ability to communicate, listen and seek others’ input.
Elected by: Board of Trustees at the fall Annual Meeting
Length of Term: One year
Reports to: Board of Trustees
Staff Support: President/CEO, Director of Administrative Services
Development Opportunities: The Secretary is encouraged to pursue
opportunities to attend and to participate in training courses, conferences, and
seminars as appropriate.
Exec/ Board of Trustees/ Board Manual/ Position Description – Board Treasurer
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