The secretary position of a nonprofit organization plays a critical role in fostering communication and ensuring proper management and utilization of important organizational records. Generally, an organization’s bylaws will set the duties of the secretary, however, duties may change from time to time as may be assigned by the board. A secretary will be most useful to an organization when his or her role is shaped to meet the unique structure and needs of the organization, rather than filling a standard job description. Typically, the secretary should be equipped to handle the following matters:
The secretary of the corporation is an active conduit for communication between the board, management, and members (if any), by giving proper notice of any meetings and timely distribution of materials such as agendas and meeting minutes. The secretary should be knowledgeable of the organization’s records and related materials, and should be able to provide advice and resources to the board on relevant topics at issue, such as particular governance matters being addressed at a meeting or a new amendment to state corporate law, for example. The secretary should aim to be helpful to the board as they discharge their fiduciary duties.
Scheduling, Notice, and Materials
The secretary is tasked with knowing and complying with notice requirements and scheduling meetings to accommodate the directors. Notice requirements can be particularly important and should be complied with strictly, as improper notice can open the organization up to challenge. The secretary is responsible for scheduling board meetings and should ensure an adequate number of meetings are held per year, in accordance with the organization’s bylaws. Generally, a board can more efficiently and effectively hold a board meeting when the secretary prepares and sends meeting materials far enough in advance of the meeting for each director to review such materials, correct any errors, and prepare questions and comments.
The secretary is also charged with recording minutes of meetings. Minutes are an important organizational document and provide a memorialized chronology of key information such as board actions, elections of officers or directors, and certain reports from committees and staff. Meeting minutes can have vital legal significance in an IRS examination and as evidence in courts if, for example, someone challenges the validity of certain actions or positions. The secretary should be well-equipped to record accurate minutes and be aware and sensitive to any special or confidential information discussed at a meeting. For more information about minutes generally, see Board Meeting Minutes – Part I and Part II.
Maintenance of Corporate Records
As the custodian of the organization’s records, the secretary is responsible for maintaining accurate documentation and meeting legal requirements, such as annual filing deadlines. It may be helpful for the secretary to have a calendar of filing deadlines, which may include a filing with the corporation’s Secretary of State, the Attorney General, the state tax agency, and the IRS. The secretary is responsible for reviewing and updating documents as necessary and ensuring all documents are safely stored and readily accessible for inspection by directors and/or members. In California, an organization’s articles of incorporation and bylaws, as amended to date, should be available at the corporation’s principal office for inspection. Additionally, it is required that a nonprofit’s exemption application and past three annual returns with the IRS are available for public inspection.
The secretary position has wide-ranging responsibilities, requiring much more than simply being present at all board meetings. These duties likely will increase if the corporation has a voting membership structure, which requires additional notice procedures and voting. Each board should carefully consider how the secretary can best serve their organization.
Tips for Being an Effective Secretary
- Develop and distribute a board calendar before the start of each year
- 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 using appropriately secured electronic storage of key documents as a backup
- 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)
Traps to Avoid
- Noncompliance with provisions in the governing documents and applicable law for giving notice of meetings, sending and receiving electronic communications, nominating and electing directors and officers
- Recording minutes as if they are transcripts of the meeting
- Recording executive session discussions in meeting minutes that will be open to inspection to all members
- Storing minutes and other sensitive documents without adequate security