The Role of the Board Secretary
What Every Board Needs from a Secretary
If there is one role with a board that lacks honour, it is the role of secretary. The regrettable situation with many boards is that the secretary role is thrust upon the least-resistant person on the board—sometimes the one not present to decline. Sadly, a combination of negative stigma, poor examples, refusal to invest in training, and ineffective selection processes result in minimal and often insufficient secretary services to boards.
The reality is, there is a lot at stake for any organization so this essential role deserves to be better understood and more completely fulfilled.
Everyone benefits when expectations are clear. Every board would be well served if the secretary would:
- assist the chair as needed to distribute an agenda several days in advance of a board meeting
- assemble and distribute a pre-meeting package, prompting committees and staff for reports, as needed, to adequately prepare directors for the upcoming board meeting
- make arrangements for the meeting (room booking, refreshments, audio-visual equipment
- keep an accurate record of the business conducted by the board
- send draft minutes to the chair for initial review within a few days of the meeting
- ensure everyone on the board receives the reviewed minutes within two weeks of the meeting to facilitate their follow-through on action items and make it easier to catch errors or omissions while the meeting is still fresh in directors’ minds
- sign contracts and other organizational documents as directed by the board
- ensure records of the board and organization are maintained as required by law
Records Required By Law
Depending on the legislation under which your organization is incorporated, this could include:
- copies of the articles of incorporation, by-laws, resolutions, and special resolutions
- an alphabetical register of members/shareholders and security holders over the last ten years, including addresses
- a register of all transfers of securities
- a register of past and present directors, including terms served and addresses
- records of financial and other transactions
- minutes of meetings of all members, directors, and any executive committee (excluding in-camera meetings)
There are some additional aspects among the essential services that are often overlooked:
- maintain strict confidentiality – the very title of “secretary” is derived from the same Latin root as “secret”- know precisely what should be captured in minutes
Be careful to record:
- date, time, duration, and location of meeting (or indication of meeting by teleconference or other means)
- attendance, ideally indicating who was absent (without notice) or sent regrets
- motions/decisions of the board
More Services
- specifics regarding any responsibility assigned to any director or board committee- be confident about what not to record, and why
- absolutely no verbatim record of the conversation because 1) the pertinent information is shrouded in all the verbiage and therefore difficult to retrieve and apply in the future, 2) the specifics can be used against the organization, the board, or the directors in potential law suits, and 3) directors often won’t read long minutes so errors get overlooked and commitments get forgotten
- exclude details of discussion, especially any reference to who said what, because of the possibility of these incriminating the board and directors
- omit names of directors making and seconding motions because of the risk of this implying greater liability – the fact is, every motion that is seconded is truly a motion of the entire board and if there is a liability associated with it, every director is equally implicated unless they formally register their dissent
- file annual returns such as changes in registered offices, directors and officers as may be required by the legislation under which your organization is incorporated
- for publicly-traded companies, the secretarial duties are more rigorous and can also include tasks such as the establishment and operation of retirement benefit schemes, the initiation and maintenance of insurance coverage, declaration and payment of dividends, and issuance and transfer of shares.
A collection of services that distinguish an outstanding board secretary from a functional one:
- understand the difference between policies and other board decisions, and encourage the board to articulate decisions in policy form as often as appropriate
- keep a well-organized handbook of governing policies up to date
- know and share board by-laws as needed to ensure the board complies with its legal directives
Support the chair to successfully fulfill that role by:
- assisting the chair to keep the meeting on topic and on time by being ready to read back motions or prod for a motion if discussion begins without direction
- monitoring the board calendar and previous minutes to help the chair to not miss agenda items that were previously-scheduled or carried over
- assisting the chair or governance committee in holding the board accountable to its policies
- checking with the chair about any follow up tasks so he will have completed them before the next meeting
- remind the board of existing policies before decisions are made, if necessary
Taken from “Board Advisor” ©2005 Volume 8.3 – Jim Brown
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