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. |
