Nonprofit Law Jargon Buster: The Role of Secretary

Carrying out these duties as the Secretary is crucial to the smooth functioning of all nonprofit corporations. The role of the Secretary is vital to assisting the Board to fulfill its fiduciary duty of care in overseeing the nonprofit corporation.

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 shareholders upon request and the public upon request as provided by law;
  • 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 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, the Secretary can delegate many of these tasks to staff members. Whether the Secretary handles these tasks personally or entrusts them to a staff member, the Secretary is responsible for ensuring that these tasks are handled.

Ellis Carter is a nonprofit lawyer with Caritas Law Group, PC. To contact Ellis, call 602-456-0071 or email us at info@caritaslawgroup.com.

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