Officers of the Board – The Secretary

by Jor-El Godsey, Heartbeat International Vice President

From On the LeaderBoard Volume 1, Issue 1

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Every Board has to have a secretary. Handwriting tests are not the right analysis for a good secretary. Unless, perhaps, if someone’s handwriting is so illegible even they cannot read it.

The secretary’s primary duty is to serve the Board in fulfilling its key responsibilities as determined by the state where your organization is incorporated. The basic functions of the secretary are relatively straightforward. The secretary records (or at least reviews) Board minutes, provides notices of meetings of the Board and/or of a committee when notice is needed and, probably most importantly, ensures the safety and accuracy of all Board records.

Yes, you read that right. It is the secretary, not the executive director, who is responsible to make sure the documents of the Board are kept safely and accurately. This includes any founding documents, (such as incorporation papers), bylaws, Board minutes, financial records (especially any filed with the government), official communications, and other Board records.

Generally such records are maintained at the office of the non-profit and the key executive is tasked with taking care of how and where records are stored. Such records should be accessible by the secretary and care should be taken to keep clean, hard copies and/or clearly versioned soft (electronic) copies. Some simple steps regarding file names and dating can serve to avoid confusion.

The secretary should be present at every Board meeting to capture official minutes. If not, then a temporary “recording secretary” is appointed to handle the task. That temporary recording secretary may or may not be a current Board member. In fact, some Boards take the step to officially appoint a non-Board member to be a recording secretary and free the official secretary to participate in the conversation. (A third option is to electronically record the entire meeting allowing minutes to be created even after the meeting.)

The secretary, by the charge to keep accurate records, is also the arbiter of Board member terms of service and proper standing of Board members (for voting). Since the secretary is the keeper of the minutes, he or she should catalog Board member information (names, elected terms of office, contact information, official start dates, etc.) for use by the Board. This responsibility can be designated to another Board member or officer (like the vice chair) but otherwise resides with the secretary.

It is common, especially in smaller organizations, for the office of secretary and treasurer to be a combined function. This may work for a very new and very small organization, but the complexity of the finances and the requirements of good record keeping can quickly overwhelm all but the most capable person unless that person has lots of available time. It is wise to split these two responsibilities between two distinct officers with the separate functions fulfilled by different individuals.

The secretary should always be mindful that he or she will turn all records, some day (and the records of prior secretaries), over to the next secretary. This knowledge should guide the secretary in organizing the key documents clearly so that the next secretary (and in fact current Board members) can reference the board records effectively.