Board Secretary Training: Specific Duties of the Board Secretary

The board secretary’s dynamic role is critical and goes far beyond being the “note-taker” at board meetings. The job often entails being the chief organizer, ensuring compliance requirements are met, understanding governance issues, planning meetings, developing reports, and preserving corporate records. Dawn Kincaid covered the specific duties of the board secretary in her webinar with Community Bankers Webinar Network.

Specific Duties of the Board Secretary:

Minutes. The secretary is responsible for ensuring that accurate minutes of meetings are taken and approved. Minutes should have enough information to help absent directors and officers understand what issues were discussed and what decisions were made. Requirements of minutes may vary with the jurisdiction but should include at a minimum:

• Date, time, location of the meeting
• List of those present and absent
• List of items discussed
• List of reports presented
• Text of motions presented and description of their disposition

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, lists of directors, board and committee meeting minutes, financial reports, and other official records.

Part of your responsibility is to ensure the board is properly constituted for each meeting-meaning, all directors have been appropriately appointed and their terms have not expired. Your list of directors should include terms and term expiration dates.

Shareholder Records. The Board Secretary is responsible for maintaining the records of all shares authorized and issued by your bank, the shareholders and their holdings, and all transfers and queries that may arise. You will ensure that these records are available when required for reports, elections, referenda, other votes, etc. (and the examiners!) The Board Secretary will also assist with the payment of dividends and the issuance of new shares. If your bank offers an Employee Stock Ownership Plan (ESOP) the Board Secretary may be responsible for maintaining that plan.

Policies. The secretary ensures that an up-to-date copy of all policies is available at all meetings.

Communication. The secretary ensures that proper prior notification is given of directors’ and shareholders’ 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 and compiles provided items for the agenda as appropriate. Depending upon the policies and practices of the organization, the secretary may perform these duties for other meetings or an executive committee.

Director and Officer Matters. Another common role of the corporate secretary is oversight of board and officer communications, such as:

• Circulating minutes for review before next meeting
• Disseminating board packages
• Meeting reminders
• Newsletters
• Training sessions
• Policies up for review

Assuring that appropriate board action is taken (and reflected in corporate records) concerning the election and authorization of corporate officers, and concerning the formation and appointment of board committees, is also an important function typically within the role of the board secretary.

Dawn’s webinar, Board Secretary Training: Documenting Minutes, Corrections & Disagreements, goes beyond the roles listed above. Get this webinar to further understand the board secretary’s role and responsibilities and how to:

• Document board oversight of your bank’s risk management program
• Prepare effective agendas and board package materials
• Track items for board review
• Write thorough board meeting minutes
• Appropriately correct prior minutes
• Explain the benefits and compliance considerations of electronic board package delivery and virtual meeting platforms