The secretary of a board plays a critical role in fostering communication and ensuring proper management and utilization of important organizational records. Generally, an organization’s bylaws will set the duties of the secretary, however, duties may change depending on the organization. Typically, the secretary is responsible for:
The secretary is an active conduit for communication between the board and members, by giving proper notice of any meetings and timely distribution of materials such as agendas and meeting minutes. The secretary should be knowledgeable of the organization’s records and related materials. The secretary should aim to be helpful to the board as they discharge their fiduciary duties.
Scheduling, Notice, and Materials
The secretary is tasked with satisfying notice requirements and scheduling meetings to accommodate the directors. Generally, boards can more efficiently and effectively hold board meetings when the secretary prepares and provides meeting materials far enough in advance of the meeting for each director to review such materials, correct any errors, and prepare questions and comments.
Minutes of Meetings
The secretary is also charged with preparing accurate minutes of meetings. Minutes are an important organizational document and provide a memorialized chronology of key information such as board actions, elections of officers or directors, and certain reports from committees and officers. Meeting minutes can have vital legal significance in an IRS examination and as evidence in courts.
Maintenance of Corporate Records
As the custodian of the organization’s records, the secretary is responsible for maintaining accurate documentation and meeting legal requirements, such as annual filing deadlines. The secretary is responsible for reviewing and updating documents as necessary and ensuring all documents are safely stored and readily accessible for inspection by directors and/or members as required by applicable law. Additionally, it is required that a nonprofit’s exemption application and past three annual tax returns are available for public inspection.
Tips for being an effective Board Secretary
- Develop a board calendar with dates and deadlines for use by current and future boards
- Compile and deliver timely board agenda and meeting packages
- Take effective meeting minutes, and then modify, approve and store them
- Maintain the association’s official records including governing documents, meeting agendas and materials, minutes, tax returns and other legally required documents
- Be prepared to facilitate board member transitions
Office of the Board takes the pain out of being a Board secretary. Each Office of the Board has risk intelligent features designed to allow Board secretaries to effectively perform their duties in the most efficient way. All features and functions are Board centric so scheduling and calendaring board meetings and other important dates like required government filings are easy. Or, maintaining legally required Official Records and having them available for director, member or the IRS to inspect preparing for meetings or performing an audit, is easy. Preparing Board agendas and packages for meetings and then taking minutes and having Board members comment and approve minutes so that you can maintain them with the Official Records is also easy. When you’re ready to hand over your work to the new secretary and Board, the complete historical record will be right there in one place in the Office of the Board, for a simple and effective transition.