Board of Directors Job Description

Officer - Secretary

General Responsibilities 

Organizations are required by law and by custom to 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 officers.

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 Members. Through the Board of Directors, certain duties of the Secretary may be delegated to the Executive Director, Board members and/or committees as appropriate; however, the accountability for them remains with the Secretary.

Specific Duties 

Minutes

The secretary is responsible for ensuring that accurate minutes of meetings are taken and approved.. Requirements of minutes may vary with the jurisdiction but 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 disposition. (see note 2)

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. 

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 (and Vice-President, if the position exists), the Secretary calls the meeting to order, presiding until a temporary chairperson is elected. The secretary records meeting minutes as described above Depending upon the bylaws and practices of the organization, the Secretary may perform these duties for Member meetings (eg. Annual General Meeting) and/or for an executive committee. 

Office Management 

The Secretary is responsible for the operation of the Humane Society Corporate Office. This includes supplies, staffing, recruiting, management and other duties that revolve around the office.