Introduction 
Many corporate boards have corporate secretaries who are trained for that role. Many not-for-profit boards appoint or elect a board member to serve as the secretary. However, often that person functions in name only and the real functions are carried out by a staff person who is assigned that role.
This begs the question, “Why appoint a secretary, if the board is not going to assign the associated duties?” Secretaries often do not know the parameters of such a role.
This article outlines the duties of the board secretary, and provides questions a board can use to determine whether a board secretary is required in its situation.
The Role of the Board Secretary
The board secretary is responsible for duties such as the following
- To call a meeting to order, when the Chair or Vice-chair are not in attendance and ensure a chairperson for the current meeting is selected
- To ensure board records are safely stored
- To ensure old board documents are disposed of appropriately
- To ensure the minutes of board meetings and other records are available to board members as requested or required by governance policies
- To keep a record of all the proceedings of the board
- To keep on file all committee reports
- To keep the official record of the board’s constitution, bylaws, and/or governance policies
- To maintain a copy of the official membership and call the roll when required
- To maintain a list of all committees and its members
- To monitor the board calendar for important dates critical for filings (records, reports)
- To notify officers, committee members, and/or delegates of their appointment/election
- To prepare the order of business
- To provide committees with documents required to do their work (and usually to attend committee meetings)
- To send out notices of meetings.
Questions for the Board to Ask
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Does the Board Really Expect a Board Member to |
Yes |
No |
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If the board answers ‘No’ to any of these questions, it is vital to ensure these duties are assigned in somebody’s job description or role.
If the board answers ‘No’ to more than 7 of these questions, it is essential for it to ask whether it needs that particular officer because these duties are being assumed by another officer such as the board chairperson or a staff person.
It is possible to run an effective board without a secretary. In such cases, the duties are assigned acknowledging the real circumstances and roles in that particular board/organization.
When a board secretary is named, that person should be provided with a role description and assigned genuine duties. That person would not be advised to ignore the duties because someone else is doing them.
Final Note
The role of a board secretary is a bona fide role. The duties are essential but the assignment of one person to complete them is not. Each board assesses its own circumstances and decides how best to ensure the secretarial duties are accomplished in the practice of good governance.
