I. General Responsibilities
Nonprofit organizations are required by law 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 corporation's Bylaws, the Secretary records minutes of meetings, ensures their accuracy, and availability, submits various reports to the Board, maintains membership records, and performs other duties as the need arises and/or as defined in the Bylaws.
The Secretary is accountable to the Board of Directors and Members 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.
III. Specific Duties
A. Responsible for ensuring that accurate minutes of Board of Directors and Membership Council meetings are taken and approved. Requirements of minutes may vary 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.
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.
The Secretary signs a copy of the final, approved minutes and ensures that this copy is maintained in the corporate records.
B. Ensures that the records of the corporation are maintained as required by law and made available when required by authorized persons. These records may include founding documents, (e.g., articles of incorporation), lists of directors, board, membership, and committee meeting minutes, financial reports, and other official records.
C. Ensures that official records are maintained of members of the corporation and Board, including providing records when required for reports, elections, referenda, other votes, etc.
D. Ensures that an up-to-date copy of the Bylaws is available at all meetings.
E. 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.
F. 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, the Secretary presides over Board meetings. The Secretary records meeting minutes as described above.
G. Serves as a member of the Executive Committee.
Approved August 1, 2012; Updated February 10, 2017