The role of the not-for-profit Board Secretary is probably the busiest of all the not-for-profit Board roles, and an effective Secretary is critical to the success of any not-for-profit organisation.
The Secretary is essentially the formal administrative contact point for the Board – whether that be for members (if you have members, apart from just the Board itself), regulators, other stakeholders, or the broader community.
And depending upon which jurisdiction/s your not-for-profit operates in, and the type of legal structure your organisation has (i.e. Incorporated Association, Company Limited by Guarantee, etc) your Secretary may have slightly different or additional responsibilities too.
But let’s start with some of the basics…
The Board Secretary is generally responsible for managing any correspondence (both inward and outbound) for the Board – ensuring that information is forwarded to the appropriate people (i.e. Board members, or the broader membership) for their attention in a timely fashion, and also keeping records of all correspondence. With the plethora of incoming emails these days it is advised to develop some protocols about what is genuine correspondence that requires action, attention and recording, and what is essentially just junk mail that can be dismissed.
In consultation with the Board Chair, the Secretary is also responsible to coordinate meetings of the Board – apart from the obvious things like organising venues and catering, this involves: developing agendas and preparing the necessary meeting papers; circulating meeting packs to attendees in advance (ideally at least a week prior to the meeting); taking clear and accurate minutes of meeting discussions and decisions (not a verbatim transcript, but also not so scant that someone who wasn’t in attendance can’t work out what was discussed/agreed upon); and then circulating the minutes (after confirming them with the Chair) as soon as possible after meetings.
Managing membership requirements and records is another key element of the role of Secretary. This is critical, to ensure that all members receive all their relevant correspondence from the organisation, and so that they are able to fully exercise their rights and entitlements as members.
Regulators also require membership records are kept current and accurate – another reason for the Secretary to ensure everything is up-to-date.
In larger organisations the Secretary may be able to delegate some of their tasks to a staff member, or perhaps an Assistant Secretary. But at the end of the day the responsibility for those tasks still rests with the Secretary whose name is registered with your organisation’s regulator…so if that person is you, ensure the delegated tasks have been completed as required – I have come across plenty of situations where they have not!
In many not-for-profits the Secretary is a member of the Board, but this isn’t always the case, and it will depend upon what your Constitution or Rules say about the role as to whether they are or not. If your organisation is a Company Limited by Guarantee it may be that the Company Secretary role is delegated to the CEO, or even outsourced to a firm that fulfills the role of Company Secretary for a number of companies. If this is the case in your organisation, the Board still needs to ensure that whoever has the role of Company Secretary is doing the job properly.
In some jurisdictions (Victoria, for example), the responsibilities of the Public Officer also fall within the Secretary’s remit now. In other jurisdictions where this is not legally the case, organisations often choose to link the two roles up anyway, due to the synergies between them.
So if your Secretary role includes Public Officer duties, this means that you are the nominated contact person with your regulator (which could be ASIC, the ATO, Consumer Affairs, etc).
Thus it is your responsibility to ensure that your organisation reports to that regulator as required, and keeps the regulator up-to-date with who is fulfilling that role at the organisational level.
Not For Profit Law has some great resources to help guide not-for-profit Secretaries and organisations (including those with a range of different types of legal structures) and you can find out more about those resources HERE.
Another great resource is Damn Good Advice for Board Secretaries (and the rest of the Damn Good Advice series, for that matter) from the good people at Our Community.
Clearly, good communication and good organisational skills are going to be essential to being a successful Board Secretary. And it is vital when recruiting your Board Secretary that you ensure the person you select for the role has these critical skills – ideally with a demonstrated track record (of some sort) that shows they are able to manage such a busy and important role for your organisation.
If you think I can help you (or your Board Secretary) to better fulfil this key role within your not-for-profit, do get in touch with me at megan@mjbconsulting.net.au, or book in a zoom Discovery Call with me HERE to talk about what YOU need.
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