Responsibility Guide for a Board Secretary

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. To ensure that board meetings run smoothly, it’s essential to have a board secretary on staff.  

Board secretary needs to use many tools to plan and conduct board work, such as using board meeting software as an alternative to a physical boardroom.

What will you get from the white paper?

Board secretary duties and responsibilities overview

The board secretary 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.

• Organizing meetings. A board secretary schedules and prepares 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.
• Building communication. Being privileged with access to board members and executives, a secretary bridges the communication gap between them. If possible, they advise the board on specific issues.
• Preparing 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.
• Recording minutes. This is one of the essential secretary responsibilities on 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.
• 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.
• 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.

FAQ

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. 

What is the role of the secretary of the board?

A board secretary is a person that takes on all the administrative duties of board management to ensure each meeting is smooth and productive. Some of the secretary’s most common tasks include planning meetings, distributing meeting materials, building agendas, recording minutes, and assisting the chair.

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.

What are the responsibilities of a board secretary?

A board secretary does everything to ensure efficient collaboration. This includes navigating directors’ schedules to select meeting dates, distributing paperwork, creating meeting agendas, recording attendance, and taking meeting minutes. Apart from that, a secretary still acts as an effective board member that can propose motions, vote, and sign resolutions. More details can be found in our white paper.

What else can you learn from our White paper?

How to enhance the efficiency of virtual board meetings

As organizations embrace technology and remote work, a remote board meeting becomes more common than face-to-face sessions. Unfortunately, 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. Check them below!

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 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.

Although the board secretary role is often under-appreciated, this is one of the most critical positions in any company. 

To put it simply, a secretary organizes meetings in the most effective way and ensures that every board member acts according to the organization’s bylaws and approved policies. The value of a board secretary shouldn’t be overlooked since it can result in board dysfunction and substantial financial losses. 

In our white paper we not only talked about the main responsibilities, but also compiled a list of the best tools for the management of the secretary, so hurry to read and already use it in practice!