A Сomprehensive Guide for Board Secretaries: Duties, Qualifications, Challenges, and Tips

The global corporate secretarial services market is growing and is expected to reach $1.8 billion by 2031, demonstrating a CAGR of 3%. This can be explained by the fact that, in recent years, the role of the board secretary has changed significantly, evolving from a mere assistant of a board chair, CEO, or executive director to one of the key governance professionals in a company.

Today, a board of directors secretary is a professional who is responsible for a wide range of duties that are aimed at helping board members get the most out of their collaboration. Thus, to ensure that board meetings run smoothly, it’s essential to have a board secretary on staff.  

Furthermore, to ensure effective board work, a board secretary requires various tools, such as board meeting software as an alternative to a physical boardroom.

The article aims to shed light on these tools, explain how to use them effectively, and provide a comprehensive overview of the nonprofit board secretary responsibilities. 

What is a board secretary? 

A board secretary is a person responsible for various administrative and governance-related tasks associated with the board of directors. A board secretary is also referred to as a corporate secretary, company secretary, chief governance officer, or chief administrative officer.

Board of directors secretary responsibilities can vary depending on the organization and its requirements, but the main ones normally include:

• Liaison between board and management
• Support for board committees
• Advising on governance best practices

A corporate secretary shouldn’t be confused with other corporate positions. For example, there’s a critical difference between chairman and secretary. A board chair presides over the board and executive committee and represents the organization externally. A board secretary’s role, in contrast, lies in providing administrative support. In fact, the secretary may have previously served as chair or vice chair or may become one in the upcoming term.

Let’s also compare the role of the board secretary for a for-profit and non-profit organization. Generally, core functions remain the same between the two. However, there are certain nuances:

• Nonprofit board secretary duties. In nonprofit organizations, the secretary plays a role in aligning activities with the organization’s social or charitable mission. They’re also responsible for maintaining tax-exempt status and adhering to specific tax regulations, such as 501(c)(3) in the United States.

• For-profit board secretary duties. In for-profit organizations, the board secretary may be more involved in financial oversight and profit generation strategies, with a focus on shareholder value and returns.

Key skills and qualifications for a board secretary role

According to industry research, the most essential skills employers look for in a board secretary are:

Secretarial	This skill involves efficiently managing administrative tasks such as document preparation, meeting scheduling, and record-keeping for the board.
Compliance	Compliance involves strict adherence to the organization’s rules and regulations. This skill requires an understanding of the company’s expectations, such as meeting deadlines for
Communication	Clear communication is a critical skill for corporate secretaries as they must convey information effectively through emails and phone calls. They must also excel in communication during meetings, ensuring clarity and transparency in discussions.
Collaboration	Board secretaries should know how to build positive relationships with board members, facilitate cooperation, and effectively resolve conflicts.
Proactivity	Being proactive means taking the initiative to address potential issues and looking for ways to improve processes without anybody asking you to do so
Interpersonal	As a board secretary has to collaborate with board members, executives, and stakeholders on a regular basis, they must have effective interpersonal skills like flexibility, active listening, empathy, and openness to feedback to build and maintain positive relationships with colleagues.
Office management	Office management skills include the ability to oversee office operations, such as organizing resources, supplies, and personnel, to support board activities.

While employers seek a range of skills in a board secretary, the focus typically falls on the first three — secretarial, compliance, and communication skills. These competencies account for almost 50% of the most desired qualifications by organizations.

Here’s what else employers may require:

• Education. Many companies prefer candidates with a bachelor’s degree, particularly in fields like business administration, governance, or a related area.
• Certifications. Certifications such as Certified Board Secretary (CBS) or Certified Governance Professional (CGP) enhance a candidate’s qualifications and expertise in board-related matters and thus are highly sought after by organizations.
• Experience. Employers often seek candidates with a proven track record of administrative and secretarial experience, preferably in a governance or board-related role.
• Legal and governance knowledge. Extensive knowledge of corporate governance principles, legal requirements, regulations, and compliance is highly valuable in this role.
• Technology proficiency. To effectively fulfill the responsibilities of a board secretary, a candidate should be proficient in office software, document management systems, and online meeting tools.

10 board secretary responsibilities

The board secretary’s main responsibilities may differ slightly from one organization to another since they are customized according to the company’s bylaws and needs. However, the main tasks remain the same in most organizations:

1. Organizing meetings. Board meeting secretary duties include scheduling and preparing invitations for meetings. A person in this position also creates agendas according to the organization’s bylaws and distributes them to members, along with any supporting documentation. To learn how to prepare for a board meeting in detail, read our comprehensive guide.
2. Building communication. Being privileged with access to board members and executives, a secretary bridges the communication gap between them. If possible, they can be a part of an advisory board and advise the organization’s board on specific issues.
3. Preparing board materials. A  board secretary arranges meeting materials, such as reports and presentations, in accordance with the company’s guidelines. These materials are distributed before the meeting unless the organization’s regulations state otherwise. For tips on how to write a board report as a secretary, check out our guide.
4. Keeping minutes. This is one of the critical responsibilities of a board of directors. A secretary extracts key information from meetings, takes detailed minutes, and sends them to the full board of directors within a week. This way, board members can review materials while the meeting discussions are still “fresh” in their minds.
5. Maintaining documentation. A board secretary reviews and updates documents so they contain accurate and verified information. What’s more, this professional is responsible for preserving all meeting records approved by directors. Additionally, a board secretary is responsible for creating a corporate resolution. Check out how to write a corporate resolution in 6 steps in our article.
6. Informing board members. A secretary informs meeting attendees of news affecting their board member responsibilities and explains how it applies to them. For example, they should be kept abreast of recent changes in legislation or relevant laws.
7. Ensuring compliance. A board secretary ensures all board members comply and commit to the procedures and policies approved by the board. This helps to uphold ethical standards and minimize potential risks.
8. Holding board members accountable. To contribute to the board’s efficiency, a secretary should keep track of who attends meetings. Additionally, in collaboration with a board chair, a secretary ensures that tasks assigned during meetings are completed promptly and effectively.
9. Tracking terms. Another noteworthy responsibility of a secretary is to keep a record of when board members start and finish their terms. They make sure these appointments follow the organization’s bylaws and help with planning for new members, ensuring a balanced and diverse board.
10. Orienting new directors. Board secretaries facilitate the onboarding process, providing new board members with essential information, access to resources, and mentorship to help them adjust to their roles and align with the organization’s mission and objectives.

What will you get from the white paper?

🔵 What does a secretary of a board do?
🔵 The main board secretary’s duties and responsibilities before, during, and after the meeting
🔵 Understanding the traditional role of the board secretary and how this role has changed today
🔵 Tips from our expert on how to enhance the effectiveness of the board for board secretary
🔵 What are the modern tools of the board secretary?

5 tips for a board secretary

To ensure proper responsibilities fulfillment, board secretaries are advised to keep in mind the following:

1. Effective communication. Maintain open and clear communication with board members, making certain they are well-informed about meetings and agendas. Also, be a good listener and ensure that all board members have an opportunity to express their thoughts during meetings.
2. Organized record-keeping. Ensure that records of meeting minutes, bylaws, and important documents are easy to access and well-organized. You can create a digital folder for each meeting and save minutes, reports, and other documents in a logical order. This way, board members can quickly find what they need.
3. Confidentiality and ethics. Handle sensitive information and discussions with the utmost confidentiality. Also, adhere to ethical standards and avoid conflicts of interest. Report any potential conflicts to the board.
4. Continuous learning. Stay updated with the latest trends in governance, legal requirements, and industry best practices. Seek professional development opportunities, such as attending workshops or courses on governance and corporate secretary duties. Also, be open to feedback from board members and aim to improve your performance over time.
5. Technology. Integrate technology like board management software to streamline meeting preparation, enhance document security, and facilitate collaboration. This solution can help reduce administrative repetitive tasks and allow board members to access materials from anywhere.

Consider leveraging board portals — digital platforms designed to provide a secure, centralized space for storing meeting materials, minutes, and other documents and enhance the efficiency of board operations.

5 challenges for a board secretary

Board members face several challenges in fulfilling their duties:

1. Time management. Handling the demands of executives, ensuring compliance, scheduling meetings, and managing other numerous tasks can be challenging. That’s why secretaries should have strong time management and organizational skills. They should also learn to assess the urgency of tasks and set boundaries to maintain a work-life balance.
2. Stakeholder relations. It’s challenging to deal with a diverse group of board members, each with their own opinions and expectations. To be able to manage relationships, resolve conflicts, and ensure that everyone is heard, secretaries should have strong interpersonal skills.
3. Compliance and regulations. Another difficulty is to be able to keep up with changing legal and regulatory requirements as failure to comply with them can lead to serious consequences. That’s why secretaries are expected to stay up-to-date with changing laws and rules, like data protection or accounting standards.
4. Being blamed. Even when not responsible for problems, board secretaries may be blamed for issues within the organization. They need to be prepared to solve problems and challenges, often under pressure. Maintaining detailed records of their work can help in such situations.
5. Balancing transparency and confidentiality. Another challenge is to provide board members and stakeholders with adequate information while ensuring that sensitive data remains confidential. To address this, board secretaries can implement strict access controls and maintain clear communication protocols.

Enhancing board secretary efficiency with board portals

Board management software helps board secretaries in several ways:

Generally, as organizations embrace technology and remote work, remote board meetings become more common than face-to-face sessions. Running a board meeting is not that easy since “normal” rules are complicated by the lack of “physical” presence. However, there are some recommendations that can ensure the high efficiency of a virtual paperless board meeting:

1. To help everyone plan their week, create a group calendar and send it out to each board member. Ask them to confirm whether they are going to attend the meeting or not. 
2. Use a smart notification system that sends messages to everyone at least 15 minutes before the meeting, to ensure that the meeting convenes promptly. 
3. Since high-quality technology is key to effective online meetings, choose board collaboration software that allows for secure messaging, file sharing, and voting. 
4. Make sure everyone has the link to join the meeting and share any access codes or PINs. Confirm that all board members understand how to use the software. If needed, organize practice sessions before the roll call.
5. Set clear objectives to focus on what’s important and coordinate the discussion based on key topics. Try to eliminate progress blockers and look at the bigger picture. 
6. As non-verbal clues are vital to effective communication, adopt a mandatory video-on policy. Note that using video can humanize virtual meetings and contribute to team bonding. 
7. Prepare a timed agenda and get approval from the Chair. Take into account that a virtual meeting may take longer than a physical one, so schedule a few breaks if possible. 
8. Involve everyone in a discussion by asking them specific questions. Make sure that a meeting is not dominated by the more extroverted individuals, so that all participants can offer their input.
9. Write down all action points and deadlines to distribute among board members after the call.
10. Reserve 5-10 minutes to summarize the meeting and determine when the next one should be scheduled.

Key takeaways

Let’s summarize:

1. A board secretary is an individual responsible for managing various administrative and governance-related tasks associated with the board of directors.
2. Essential qualifications for a board secretary include secretarial skills, compliance knowledge, effective communication, collaboration abilities, and proficiency in office management and technology.
3. To excel as a board secretary, effective communication, organized record-keeping, confidentiality, continuous learning, and leveraging board management software are essential.
4. The main challenges board secretaries face include time management, stakeholder relations, compliance and regulations, and balancing transparency and confidentiality.
5. Board management software can significantly enhance a board secretary’s productivity by enabling efficient collaboration, making document management easy and secure, and streamlining virtual meetings.

FAQs

Is the board secretary a board member?

Yes, a board secretary is, first and foremost, a member of the board. Secretaries fulfill their administrative duties on top of their role responsibilities and can become the chair just as any other member.

Who can fill the role of the board secretary?

Anyone on the board except the chairperson. The secretary role will be filled for the required period of time and then reelected. An ex-chair can serve as a secretary, as well as a secretary can become the chair in the future.

Can a board of directors not have a secretary?

Yes, a board can function without a secretary. In such cases, other board members or staff take care of the tasks usually handled by a secretary. The need for a secretary usually depends on the organization’s size and complexity.