Board Secretary Job Description
By law and by custom Be Outdoors Arizona Foundation must maintain certain records for several purposes, including:
- accurate recollection of decisions;
- determination of eligibility to vote;
- continuity of policies and practices; and
- accountability of directors and
The Secretary is responsible for ensuring that accurate and sufficient documentation exists to meet legal requirements, and to enable authorized persons to determine when, how, and by whom the board’s business was conducted. In order to fulfill these responsibilities, and subject to the organization’s bylaws, the Secretary records minutes of meetings, ensures their accuracy, and availability, proposes policies and practices, submits various reports to the board, maintains membership records, fulfills any other requirements of a Director and Officer, and performs other duties as the need arises and/or as defined in the bylaws.
Accountability
The Secretary is accountable to the Board of Directors as specified in the bylaws.
Specific Duties
Minutes – The secretary is responsible for ensuring that accurate minutes of meetings are taken and approved. Minutes should include at a minimum:
- date, time, location of meeting;
- list of those present and absent;
- list of items discussed;
- list of reports presented;
- text of motions presented and description of their
The Secretary signs a copy of the final, approved minutes and ensures that this copy is maintained in the corporate records.
Custodian of records – The secretary ensures that the records of the organization are maintained as required by law and made available when required by authorized persons. These records may include founding documents, (eg. letters patent, articles of incorporation), lists of directors, board and committee meeting minutes financial reports, and other official records. Two copies of records to be stored in a secure but separate locations as well as electronically with access available to all board members
Membership Records – The Secretary ensures that official records are maintained of members of the organization and Board. He/She ensures that these records are available when required for reports, elections, referenda, other votes, etc.
Bylaws – The Secretary ensures that an up-to-date copy of the bylaws is available at all meetings.
Communication – The Secretary ensures that proper notification is given of directors’ and members’ meetings as specified in the bylaws. The Secretary manages the general correspondence of the Board of Directors except for such correspondence assigned to others.
Meetings – The Secretary participates in Board meetings as a voting member. The Secretary provides items for the agenda as appropriate. In the absence of the President the Secretary calls the meeting to order, presiding until a temporary chairperson is elected. The secretary records meeting minutes as described above. Upon creation of membership programs and meeting for members, the Secretary may perform these duties for Member meetings (eg. Annual General Meeting) and/or for an executive committee.
Signing Officer – The Secretary is designated by the Board of Directors and/or bylaws as one of the signing officers for certain documents. In this capacity, the Secretary shall be authorized or required to sign or countersign checks, correspondence, applications, reports, contracts or other documents on behalf of organization.
Filing of Documents – The Secretary may be the registered agent with respect to the laws of the jurisdiction.; the person upon whom legal notice to the corporation is served, and responsible for ensuring that documents necessary to maintain the corporation are filed.
