Duties of the Secretary of a Nonprofit Corporation

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:

Communication

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.

Minutes

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

See Duties of the President and/or Chair of the Board and Duties of the Treasurer of a Nonprofit Corporation.

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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