Duties of the Secretary of a Nonprofit Corporation

The secretary position of a non-profit organization plays a critical role in fostering communication and diligence through proper management and utilization of important records such as meeting minutes and the organization’s bylaws.

The secretary position has wide-ranging responsibilities, requiring much more than simply being present at all board meetings. He or she is an active conduit for communication by giving proper notice of any meetings and timely distribution of materials such as agendas and meeting minutes. Additionally, the secretary should be knowledgeable of the organization’s records and related materials, providing advice and resources to the board on topics such as governance issues, amendments to the state laws, and the like, that will assist them in fulfilling their fiduciary duties.

As the custodian of the organization’s records, the secretary is responsible for maintaining accurate documentation and meeting any 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.

A secretary will be most useful to an organization when his or her role is catered to meet the unique structure and needs of the organization, rather than filling a “one-fits-all” job description. For example, these duties often increase when the corporation is a membership organization, giving members the right to elect the directors. Duties may additionally change from time to time as may be assigned to him or her by the board.

The Society of Corporate Secretaries and Governance Professionals’ article, “The Corporate Secretary: An Overview of Duties and Responsibilities” is available here[Ed. Updated link – 2/9/17]

– Emily Chan

14 thoughts on “Duties of the Secretary of a Nonprofit Corporation

  1. We recently elected a new secretary, but the old secretary will not give up the mail box key or the organization’s telephone. We do three events a year and she considers herself the Vendor Committee Chairman and she and the President state that the Vendor Applications do not represent correspondence, but are business matters. Therefore, she should maintain control of the telephone and mail box key. I have contended these should be under the control of the Secretary. Who is correct?

    • Gene Takagi

      The duties of the officers, including the secretary, are generally defined by the governing documents or position descriptions adopted by the board. The president, if she or he is the CEO, may also have the authority to delegate powers and responsibilities to other officers. Start by looking at the bylaws and if the board feels that some clarification is needed with respect to roles and responsibilities, get the board to act to make the necessary changes or clarifications.

  2. Dawn B

    I work for a really small charter school, as the business office administrator. My boss is the school director. She just hapens to be married to the board secretary. Suddenly, they have said that most businesses that have a board, and there is an office administrator, the office administrator is the one that does the minutes. I don’t think it is part of my job and I shouldn’t feel obligated to do this. Am I wrong?

    • Gene Takagi

      It’s not unusual to have an employee with the necessary skills and compatible job duties to take minutes at board meetings (except when the board goes into executive session). The secretary may still be the one to sign the minutes certifying that they’ve been duly approved (after the board approves them, usually at the next meeting). Whether an individual administrator’s job duties are compatible may depend upon the job description, but an employer can typically change the description depending upon the needs of the organization.

  3. Daniel

    Greetings. I am the Secretary for the Board of a non-profit corporation. I am also a paralegal, but certainly not a lawyer. Because I understand legal terminology and the ways that attorneys deal with corporate governance and risk, I am frequently called on by the Board to give them my perspective of whether we should make certain amendments, change our corporate structure, revise our bylaws, and address the organization’s risk of liability.

    Would advising the Board on such matters constitute the practice of law?

    • Gene Takagi

      Whether providing advice is legal advice or not is often a difficult question and one I’m not really qualified to answer. I believe it’s okay to give your perspective on whether you think a change in structure or to the bylaws is desirable (and it may be your duty if you’re also a board member). But it would be important to make sure the board knows that you are not a lawyer and that you are not providing legal advice on which the board is permitted to rely. It would be best to be clear that you are contributing as someone who has a background working with the law but not as a lawyer.

  4. Sally Kindsvatter

    Is it common practice for the president of a small condo assoc. to review the minutes of a meeting before the secretary distributes them

    • Gene Takagi

      For small nonprofits in general, it would not be uncommon for a president to review the draft minutes prepared by the secretary before they are distributed to the board for approval.

  5. Jennifer M

    I was elected secretary at our first board meeting 4 months ago with an agreement to preside for 1 year. The president recently decided that she would like her mother to take over my position, because she is closer to her. Is this enough of a just cause reason for me to be out voted for my removal?

    • Gene Takagi

      The bylaws may provide for the term of a secretary and how officers (including the secretary) are elected and can be removed. Typically, boards elect and remove officers and may not need cause to remove and replace an officer. This doesn’t mean that a removal merely for the purposes of electing the president’s mother is in the best interests of the corporation or good practice.

  6. Miss D

    Hi, the secretary of our non-profit organization has decided to leave without notice and has kept all of our records. We have asked for her to return the records, but she disregards the requests. What can we do?

    • Gene Takagi

      In such situation, conferring with an attorney may be helpful. A communication from an attorney to the secretary or former secretary may be strong enough to elicit a response. Further legal responses may be possible, if required.

  7. Elizabeth Garris

    The secretary of our non-profit has been changing the agenda requests of members and in one instance neglecting to include a request on the agenda. What would you do?

    • Gene Takagi

      Elizabeth, I don’t have enough information to know what would be appropriate under such circumstances. Members typically don’t have a statutory right to set the agendas for membership meetings. Typically, such agendas are set by the chair or presiding officer over the membership meeting and distributed by the secretary or staff. If every member could set agenda items, there may not be enough time to adequately cover such items and all the action items requiring a membership vote/approval.

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