Q&A #50 – What are the duties of a corporate secretary?
Question: I am in the process of forming a new nonprofit and recruiting the initial Board of Directors. I have been told that my organization needs to have a secretary, but I am wary of asking prospective Board members for too much of a time commitment. What are the duties of a secretary, and how much time does this position require?
Answer: The secretary is the officer who is generally in charge of the corporate records. The time commitment of any Board or officer position varies widely depending on the particular organization and how much staff support and outside assistance the organization can afford. However, while the secretary is a very important role, it fair to say that the secretary role is usually the least time intensive of the three main officer positions (president or chair, treasurer, and secretary).
The secretary role generally entails making sure that minutes are taken for all Board meetings, maintaining and organizing corporate documents such as the Articles of Incorporation, Bylaws, policies, and Board resolutions, and signing all of the above documents in order to authenticate these documents as the official records of the corporation. Additionally, the secretary is typically responsible for ensuring that notices are timely sent to Board members in advance of meetings, as well as implementing the organization’s record retention and destruction policy. If the organization is a membership organization, the secretary is also generally in charge of stewardship of the membership list and sending meeting notices to the members. Lastly, the secretary is often responsible for keeping track of required corporate filings and registrations and sometimes signing these documents.
This sounds like a lot (and it often is), but keep in mind that the secretary does not necessarily have to do all of this by him or herself. Many of these tasks (such as taking minutes) can be delegated to other Board members, staff, or outside advisors such as the organization’s attorney. The secretary is simply responsible for supervising and making sure these tasks get done properly.
Planning Tip – An organization’s Bylaws should generally describe the main responsibilities of each separate officer position (as appropriate to the organization). When drafting the description of the secretary position, make sure that the language contemplates the possibility of delegation. For example, instead of stating that “The secretary is responsible for taking minutes of all Board meetings,” use language that says “The secretary is responsible for ensuring that minutes are taken for all Board meetings.”
Lastly, remember that it may be possible to have people serve in more than one officer position at a time. This can be particularly useful for an organization with a small Board. The combined secretary-treasurer position is very common, for example. But always check the applicable state nonprofit corporation statute, as certain positions are not allowed to be combined (in some states, the president and the secretary need to different people, while in others, the president and treasurer need to be separate).
