Secretary

General Responsibilities

Organizations are required by law and by custom to maintain certain records for several purposes, including:

  • accurate recollection of decisions;
  • determination of eligibility to vote;
  • continuity of policies and practices; and
  • accountability of directors and officers.

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 records minutes of meetings, ensures their accuracy, and availability, proposes policies and practices, submits various reports to the board, 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. (see note 1)

Accountability

The Secretary is accountable to the Board of Directors (if elected or appointed by them) or Members. (If elected by the membership at a members meeting) as specified in the bylaws. Through the Board of Directors, certain duties of the Secretary may be delegated to the Executive Director, Board members and/or committees as appropriate; however, the accountability for them remains with the Secretary.

Specific Duties

Minutes

The secretary is responsible for ensuring that accurate minutes of meetings are taken and approved.. Requirements of minutes may vary with the jurisdiction but should include at a minimum:

  • date, time, location of meeting;
  • list of those present and absent;
  • list of items discussed;
  • list of reports presented;
  • text of motions presented and description of their disposition. (see note 2)

The Secretary signs a copy of the final, approved minutes and ensures that this copy is maintained in the corporate records.

Custodian of records

The secretary 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. letters patent, articles of incorporation), lists of directors, board and committee meeting minutes financial reports, and other official records.

Membership Records

The Secretary ensures that official records are maintained of members of the organization and Board. He/She ensures that these records are available when required for reports, elections, referenda, other votes, etc.

Bylaws

The Secretary ensures that an up-to-date copy of the bylaws is available at all meetings.

Communication

The Secretary ensures that proper notification is given of directors’ and members’ meetings as specified in the bylaws. The Secretary manages the general correspondence of the Board of Directors except for such correspondence assigned to others.

Meetings

The Secretary participates in Board meetings as a voting member. The Secretary provides items for the agenda as appropriate. In the absence of the President (and Vice-President, if the position exists), the Secretary calls the meeting to order, presiding until a temporary chairperson is elected. The secretary records meeting minutes as described above Depending upon the bylaws and practices of the organization, the Secretary may perform these duties for Member meetings (eg. Annual General Meeting) and/or for an executive committee.

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 cheques, correspondence, applications, reports, contracts or other documents on behalf of organization.

Filing of Documents

The Secretary may be the registered agent with respect to the laws of the jurisdiction.; the person upon whom legal notice to the corporation is served, and responsible for ensuring that documents necessary to maintain the corporation are filed.

Note 1

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, we expect that many of these responsibilities will be delegated to board committees, 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.

Note 2

Minutes should have enough information to help absent directors and members understand what issues were discussed and what decisions were made. Some lawyers advise that in certain circumstances, minutes should include summary of discussion, rationale for decision, names of those participating in the discussion, and the roll call, noting any declared conflicts of interest. These circumstances: are if the matter is contentious, if board members dissent, if there is any concern about exposure to liability, or if a board member has a conflict of interest.

Duties:
• Planning
o Approve the Institution’s philosophy and review management’s performance in achieving it.
o Annually assess the environment and approve the Institution’s strategy in relation to it.
o Annually review and approve the Institution’s plans for funding its strategy.
o Review and approve the Institution’s five year financial goals.
o Annually review and approve the Institution’s budget.
o Approve major policies.
• Organization
o Elect, monitor, appraise, advise, support, reward, and, when necessary, change top management.
o Be assured that management succession is properly being provided.
o Be assured that the status of organizational strength and manpower planning is equal to the requirements of the long range goals.
o Approve appropriate compensation and benefit policies and practices.
o Propose a slate of directors to members and fill vacancies as needed.
o Annually approve the Performance Review of the CEO and establish his/her compensation based on recommendations of the Personnel Committee and Chairman of the Board.
o Determine eligibility for and appoint Board Committees in response to recommendations of the Nominating Committee.
o Annually review the performance of the Board and take steps to improve its performance.
• Operations
o Review the results achieved by management as compared with the Institution’s philosophy, annual and long range goals, and the performance of similar institutions.
o Be certain that the financial structure of the Institution is adequate for its current needs and its long-range strategy.
o Provide candid and constructive criticism, advice,
and comments.
o Approve major actions of the Institution, such as capital expenditures and major program and service changes.
• Audit
o Be assured that the Board and its committees are adequately and currently informed -through reports and other methods – of the condition of the Institution and its operations.
o Be assured that published reports properly reflect the operating results and financial condition of the Institution.
o Ascertain that management has established appropriate policies to define and identify conflicts of interest throughout the Institution, and is diligently administering and enforcing those policies.
o Appoint independent auditors subject to approval by members.
o Review compliance with relevant material laws affecting the Institution.
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