Nov 14, 2017
A board of directors is a critical component of any organization, and we’re doing a series of articles exploring the board and its responsibilities. Our next article in the series sheds light on the role of the all-important board secretary.
As we have already seen in our first article in our All A-board! series, a board of directors has a multitude of responsibilities, and none of them can get efficiently completed without the support of a board secretary. Typically, this is a volunteer, elected position that sometimes also serves as the board’s parliamentarian. The secretary is a key component in the administration of the board as well as its activities.
Some of the key duties associated with the board secretary include:
- Attending and recording the minutes of board of directors’ meetings. The secretary also participates in board meetings as a voting member, and provides items for the agenda.
- Providing administrative assistance to the board.
- Serving as custodian of all records: Official organization records, including founding documents, lists of directors, board and committee meeting minutes, and financial reports.
- Records of members of the organization and board of directors. He/she ensures that these records are available when required for reports, elections, referenda, other votes, etc., that an organization is legally required to maintain, and meeting legal requirements such as annual filing deadlines. The board secretary also makes sure that such records are available, as required, for reports, elections, etc.
- Implementing decisions made by the board of directors.
- Ensuring the integrity of the association’s governance framework.
- Ensuring compliance with statutory and regulatory requirements.
- Acting as Signing Officer. Sometimes the secretary is designated as one of the signing officers for certain documents.
How can an association maximize the effectiveness of its board secretary?
The most important thing is making sure that his/her role is adapted to an association’s unique structure and needs rather than going with a generic, cookie cutter job description. Secondly, implement an astute screening process to make sure you are getting someone with the necessary skill set. The aptitudes you typically want to look out for are:
- Familiarity with the association’s structure, purpose and programs.
- Comfort with board culture.
- A keen sense of organization.
- Analytical, problem-solving skills.
- Astute attention to detail.
- Management skills.
- Knowledge of parliamentary procedures.
- Discretion with confidential information.
- Effective communication and interpersonal skills.
What, in turn, are some best practices for board secretaries to effectively perform their role? Here are some guidelines we suggest:
- Before the start of each year, develop and distribute a board calendar complete with all key tasks (executive performance review, financial review, elections, etc.).
- 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 backing up all key documents via a secured electronic storage.
- 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).
A board of directors is at the core of any association, and a competent board secretary is a vital component in keeping the board—and the association as a whole—organized and on top of its game. Don’t cut corners in selecting the right board secretary for your organization.