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 “board secretary” is synonymous with “note-taker” and that the secretary’s duties are focused solely on recording the minutes of the board meetings.
But these definitions of a nonprofit board secretary’s duties sell the role short. Indeed, the board secretary is one of the most critical members of a nonprofit board. The board secretary’s role isn’t simply note-taking, but rather information management.
A nonprofit board secretary’s duties focus on information management. In an increasingly fast-paced and connected world, smart, thorough, and secure information management is the backbone of strong organizations. Concise and transparent records not only improve communication and efficiency but also protect an organization from legal liability.
Strong recordkeeping provides insight into the past as well as a foundation for future growth. This is especially critical when an organization’s board and staff are not fully aligned on where the organization is going. This happens more than you might expect!
When Funding for Good works with board development and strategic planning clients, we often find that strong recordkeeping by a board secretary can help us untangle what isn’t working and chart a stronger path forward.
Learn more: An Insider’s Guide to Nonprofit Strategic Planning
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 they serve. The secretary must also be capable of extracting and communicating key information from lengthy conversations.
If you are cultivating a new board secretary, consider directing the new officer to Robert’s Rules 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 seven 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 them. This is often done at the next board meeting or over email. After the minutes are approved, the secretary and board chair should sign the minutes before entering them into the organization’s records.
Accurate and timely board minutes are even more essential in cases when your board and staff leadership may not be aligned on organizational challenges, decisions, or long-term direction. Board meeting minutes are where the shared understanding of your organization’s current state and future goals are spelled out in plain language. If the minutes don’t reflect what actually happened in a meeting, including shared understandings arrived at, it will only make existing tensions worse.
Are you struggling to get your board and staff on the same page?
2. Maintain records
The board secretary ensures that key policies and procedures are not sitting on a shelf collecting dust. The secretary should be your “board expert” on policies and procedures. This includes your organization’s articles of incorporation, bylaws, standard operating procedures, principle operating principles, child 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. The board may also be called upon to investigate and address allegations of staff misconduct, particularly if allegations involve the executive director or other senior staff leadership.
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 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 board 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 your development director or committee. If you’re looking for a skilled new development director, Funding for Good now offers executive search services.
Learn more: Find Your Next Development Director
4. Provide Safekeeping of all official contracts and records
The board secretary should ensure all organization records are maintained 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 secure file-sharing system to store and distribute digital records.
5. Publish notices of scheduled meetings
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 board 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.
All board members should 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 accurate contact information for leadership team
As the organization’s head communicator, 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, text, or phone call.
How the board secretary protects an organization
Legal liability is a real and underrecognized challenge for nonprofit organizations. And the board secretary holds key duties that can protect an organization. According to a Towers Watson Directors & Officers Liability Survey:
“[…] 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.”
Due to the growing number of legal claims filed against nonprofit directors and officers, documentation is critical. In many cases, these claims are well-founded and can lead to greater accountability. But true accountability starts before a lawsuit is filed.
As detailed above, an informed and engaged board secretary contributes to vital record-keeping, helps protect the organization, and improves internal accountability. They do this by ensuring board members govern and operate according to the organization’s stated bylaws and approved policies. And they document this with concise record-keeping.
For example, the board secretary’s seemingly simple minutes serve multiple roles. Board minutes:
- Become the official record of the organization once approved by the board.
- Provide context for future governing boards.
- Confirm approval of key policies.
- Create a historical timeline of the organization’s growth and impact.
- May serve as evidence in a lawsuit against your organization’s directors and officers.
All to say that concise and transparent records are more important than ever—as is your board secretary.
Filling a board secretary role
We hope this list has helped you see how much work and skill truly goes into a nonprofit board secretary role!
Each time your board elects new officers, be sure to fill the secretary position with someone who is knowledgeable about the organization, has the required professional skill set, and is available 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’s time to begin an intentional process for identifying, recruiting, and onboarding qualified board members.
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