What is a Board Secretary?
A board secretary, also known as the corporate secretary, plays a central role in maintaining corporate records, managing board meetings, and facilitating communication between the board and management. The secretary is responsible for ensuring that the board operates within legal and regulatory frameworks and follows governance practices.
The role of the board secretary is integral to the organization’s governance structure, providing expertise on compliance, record-keeping, and board policies.
What are the duties of the board secretary?
Depending on the organization’s industry and governance structure, the duties of the board secretary generally include:
- Scheduling board meetings, creating agendas, and ensuring all materials are prepared and distributed in advance.
- Taking detailed meeting minutes and documenting decisions and resolutions.
- Maintaining corporate documents such as the board’s bylaws, policies, resolutions, and annual reports.
- Ensuring regulatory compliance, from filing necessary documents (e.g. SEC filings for public companies) to updating compliance records.
- Sending notices and updating board members on new policies or regulatory changes.
- Overseeing training of new board members on governance responsibilities.
Why is the role of the board secretary important?
The board secretary is critical for effective governance and organizational transparency. Their work reduces risks associated with legal liabilities and enhances the board’s efficiency. The secretary’s expertise in governance also helps the board to make informed decisions and maintain shareholder and donor confidence by ensuring adherence to regulatory requirements.
What are the qualifications for becoming a board secretary?
The qualifications for a board secretary can vary, but typically include the following:
- Hold a bachelor’s degree in fields like business administration, law, or finance, or an advanced degree in corporate governance or compliance.
- Have experience in roles relevant to corporate law, regulatory affairs, or senior administrative positions.
- Possess common certifications including the Chartered Governance Professional (CGP), Certified Professional Secretary (CPS), or Certified Governance, Risk, and Compliance (GRC) credentials.
- Have a strong understanding of relevant legal requirements, such as SEC regulations for public companies or IRS guidelines for nonprofits.
Is a board secretary a board member?
In many organizations, the board secretary is an officer of the board, but not necessarily a voting member. Whether the secretary is a voting member depends on the bylaws of the organization. In publicly traded companies and larger nonprofits, the board secretary is often a non-voting position. They may be a voting member, if they are also a senior executive, such as the Chief Legal Officer (CLO) or General Counsel.