The Role of Corporate Secretary

In a nonprofit corporation, the duties of the Secretary are crucial to the smooth functioning of the organization. The role of the Secretary is vital to assisting the Board to fulfill its fiduciary duty of due care in overseeing the nonprofit corporation.

Duties of a Nonprofit Secretary

Some of the duties required of the Secretary are:

•  Giving proper notice of the date and time of the next board meeting to all board members within the timeframe required by the bylaws;
•  Attending all board meetings, including executive committee meetings if applicable;
• Serving as the nonprofit’s custodian of records by safeguarding the organization’s records while still assuring the records are easily accessible to any board members upon request;
• Maintaining up-to-date copies of all corporate documents including bylaws, articles of incorporation, and IRS correspondence;
• Keeping up-to-date and accurate records of board of directors and membership rosters;
• Serving as an active conduit of information to other board members regarding upcoming meetings and agenda items;
• Reviewing board minutes and organizational documents (such as bylaws) for accuracy and ensuring their timely distribution and approval by the Board; and
• Ensuring legal requirements, such as annual filing deadlines relevant to the organization, are met.

If the nonprofit has a paid staff, a staff member may be appointed as the Secretary or an assistant to the Secretary to assist with these tasks. Whether the Secretary handles these tasks personally or entrusts them to a staff member, the Secretary is responsible for ensuring that these tasks are properly handled.

Ellis Carter is a nonprofit lawyer with Caritas Law Group, P.C. licensed to practice in Washington and Arizona. Ellis advises nonprofit and socially responsible businesses on corporate, tax, and fundraising regulations nationwide. Ellis also advises donors with regard to major gifts. To schedule a consultation with Ellis, call 602-456-0071 or email us through our contact form.