Of all the “Officer Positions” on the nonprofit board, the board secretary role is often the most misunderstood and under-appreciated. Most assume that the title ‘secretary’ is synonymous with “note-taker” and that the secretary’s one and only function is to successfully record the minutes of the board meetings.
Robert’s Rule of Order clarifies that a secretary might also bear the title of “Clerk, Recording Secretary, Recorder, or Scribe.”
The role of the board secretary is one of the most critical. The board minutes, once approved by the board, become the official record of the organization. Board minutes provide context for future governing boards. They confirm the approval of key policies and create a historical timeline of the organization’s growth and impact. The secretary minutes can also serve as evidence in a lawsuit against your organization’s directors and officers.
Concise and transparent records are more important than ever. Due to the increased numbers of legal claims filed annually against nonprofit directors and officers over the past decade, documentation is critical. In the #MeToo era, leaders are now in the spotlight and being held accountable. An informed and engaged secretary contributes to vital record-keeping and helps protect the organization. This is accomplished by ensuring that board members govern and operate according to the organization’s stated bylaws and approved policies.
“[…] nonprofit organizations file twice as many D&O (directors and officers) claims as public and private companies, and 85% of claims filed are employment-related.”
– Towers Watson Directors & Officers Liability Survey.
Duties of the Secretary – The Board Secretary shall record the minutes of all meetings of the Board of Directors, maintain records of committee meetings, oversee the maintenance of membership lists, provide for the safe keeping of all official contracts and records of the organization and publish notices of scheduled meetings as required in these Bylaws.
While not very exciting, the above job description is straightforward.
The top 7 duties of an effective board secretary:
1. Record Minutes and the Roll at Meetings
Recording detailed minutes is certainly an important skill and arguably one of the most critical responsibilities of the board secretary. The ideal secretary is organized, detail-oriented, and knowledgeable about the inner workings of the nonprofit. The secretary must also be capable of extracting and communicating key information from lengthy conversations.
If you are grooming a new board secretary, consider directing the new officer to Robert’s Rule of Order. This resource clearly outlines the full functions of a secretary as well as best practices for recording, approving, and distributing the minutes from all official meetings of your governing board.
Remember, the board secretary’s responsibility does not end when the meeting adjourns. The secretary should review the minutes and distribute them to the full board of directors ideally within 48-hours of the meetings, but no later than 7 days after the meeting. Thereby ensuring that board members can review minutes while the meeting conversations are still “fresh” in their minds.
The minutes do not become official organization “records” until the board approves the minutes. After minutes are approved, the secretary and board chair should sign the minutes before entering them into the records.
2. Maintain records
The board secretary ensures that key policies and procedures are not sitting on a shelf collecting dust. This officer should be your “board expert” on policies and procedures such as the articles of incorporation, bylaws, standard operating procedures, principle operating principles, child protection or client protection policies, non-discrimination, conflict of interest, zero-tolerance harassment policies or any other key governing and operating processes your board has approved. The secretary should be prepared to call attention to policies and procedures during board meetings and decision-making processes to ensure that the board is transparent, ethical, and compliant. Robert’s Rule of Order even provides specific instructions indicating that all key governing policies should be maintained in one notebook with a blank page separating content pages. This practice allows blank pages to be used to note all proposed amendments.
While not required, the most engaged board secretary might also chair a “governance committee or task force” that is responsible for reviewing key policies, initiating board amendment processes, editing and approving policies/procedures, and contributing to the leadership development processes such as the onboarding or offboarding of board members.
3. Oversee Membership lists
If your organization operates with a membership model, the secretary should be involved in maintaining membership lists. Keep in mind that a membership governance model is NOT synonymous with a membership program. Membership governance models indicate that the power of decision-making rests on the full body of “members” rather than a governing board of directors. This distinction is important because most secretaries will not bear the responsibility of managing membership programs designed to engage the community in programs or charitable giving. That task might fall on a development director or resource development committee.
4. Provide Safekeeping of all official contracts and records
The Board Secretary should maintain and preserve all organization records in a secure location that is approved by the board. Your board might require that all hard copy official records be kept in a secure location at the office to ensure that board members have access or that the secretary utilize a file-sharing system to store and distribute digital records.
5. Published notices of scheduled meetings are required in the bylaws
Many organizations look to the Executive Director or Board Chair to send out reminders for meetings, but the leadership team should be turning to the Secretary to send out all official “calls to meeting.”
6. Track board member terms
Your board secretary should keep a running list of board “classes” to ensure the successful rotation of board members at the end of their specified term. As new board members are “onboarded” the secretary should record the beginning and end dates of their term. As board members complete their service term, the secretary should send them a reminder acknowledging the end of their term limit and thanking them for their service.
Also, all board members should be instructed to inform the secretary in writing if they are going to miss a scheduled meeting (excused or unexcused absence), renew their board term limit (upon invitation of the board), or resign from the board.
7. Ensure that key contact information for the organization’s leadership team is current.
As the organization’s “Communicator in Chief,” the board secretary should always have the most current contact information for board and staff members on file. It is helpful if contact information also includes a “preferred communication method” for each member, so the secretary knows which board members respond best to a hardcopy document, email, social media message, or phone call.
Each time your board elects new officers, be sure to fill the secretary position with someone who is knowledgeable about the organization, has the professional skill set, and availability to fulfill the full duties of that role.
If you look around your board table and are forced to “settle” for someone who is simply willing to “take notes,” it is time to begin an intentional process for identifying, recruiting, and onboarding qualified board members.
Every nonprofit must have a strong understanding of who does what and we just looked at the Board Secretary role. When board members and staff cross lines, things get messy. There is a clear division of labor between the job responsibilities of board members and of nonprofit staff. Use this free “Get in your Lane” infographic, from our friends at Mind the Gap Consulting, to get your organization in the right roles.
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