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COMPANY SECRETARY

JOB DESCRIPTION EXPECTED TO PERFORM

Note: We will support you on this role and provide training where necessary for you to have a good experience all through. 

The secretary is tasked with knowing and complying with notice requirements and scheduling meetings to accommodate the directors. Notice requirements can be particularly important and should be complied with strictly, as improper notice can open the organization up to challenge. The secretary is responsible for scheduling board meetings and should ensure an adequate number of meetings are held per year, in accordance with the organization’s bylaws. Generally, a board can more efficiently and effectively hold a board meeting when the secretary prepares and sends meeting materials far enough in advance of the meeting for each director to review such materials, correct any errors, and prepare questions and comments.

  • Scheduling, Notice, and Materials
  • Minutes of Meetings
  • Maintenance of Corporate Records

The secretary position has wide-ranging responsibilities, requiring much more than simply being present at all board meetings. These duties likely will increase if the corporation has a voting membership structure, which requires additional notice procedures and voting. Each board should carefully consider how the secretary can best serve their organization.

Tips for Being an Effective Secretary

  • Develop and distribute a board calendar before the start of each year
  • Understand what to record and what not to record when taking minutes
  • Maintain a board binder containing the governing documents, key governance policies, minutes of board meetings, and written consents
  • Consider using appropriately secured electronic storage of key documents as a backup
  • Ensure adequate comparability data is attached to board actions which rely on such information (e.g., for purposes of getting a rebuttable presumption of reasonableness)

 

Traps to Avoid

  • Noncompliance with provisions in the governing documents and applicable law for giving notice of meetings, sending and receiving electronic communications, nominating and electing directors and officers
  • Recording minutes as if they are transcripts of the meeting
  • Recording executive session discussions in meeting minutes that will be open to inspection to all members
  • Storing minutes and other sensitive documents without adequate security