Tasks of the secretary
- kindly compiled by Greg S.
I was asking myself that very question, looked it up on Google, and after
reading a general definition, the thought occurred to me I need to refresh
my memory and reread the Bylaws and Association Articles.
Association Articles
http://www.legislation.nsw.gov.au/fullhtml/inforce/act+143+1984+FIRST+0+N
Bylaws
http://wiki.cacert.org/wiki/CAcertIncorporated?action=AttachFile&do=get&target=CAcert_Rules2008.pdf17
which says: (Note: (1) is missing or misnumbered)
Secretary
(2) the Secretary of the association must, as soon as practicable after
being appointed as secretary, lodge notice with the association of his or
her address.
(3) It is the duty of the secretary to keep minutes of:
(a) all appointments of office-bearers and members of the committee,
(b) the names of members of the committee present at a committee meeting
or a general meeting, and
(c) all proceedings at committee meetings and general meetings.
(4) Minutes of proceedings at a meeting must be signed by the chairperson of
the meeting or by the chairperson of the next succeeding meeting.
Secretary of the Board of Directors Job Description
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. (see note 1)
Accountability
The Secretary is accountable to the Board of Directors (if elected or
appointed by them) or Members. (If elected by the membership at a members
meeting) as specified in the bylaws. 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.
Signing Officer
The Secretary may be designated by the Board of Directors and/or bylaws as
one of the signing officers for certain documents. In this capacity, the
Secretary may be authorized or required to sign or countersign cheques,
correspondence, applications, reports, contracts or other documents on
behalf of organization.
Filing of Documents
The Secretary may be the registered agent with respect to the laws of the
jurisdiction.; the person upon whom legal notice to the corporation is
served, and responsible for ensuring that documents necessary to maintain
the corporation are filed.
Note 1
This document uses the word "ensure" to convey the intent that
accountability for the specified responsibilities lies with the Secretary
but it is not necessarily the Secretary who carries out the activity.
Indeed, we expect that many of these responsibilities will be delegated to
board committees, staff, or others including experts retained for a specific
purpose. The word "ensure" is not intended to imply any additional source of
legal duties beyond those that are required by law.
Note 2
Minutes should have enough information to help absent directors and members
understand what issues were discussed and what decisions were made. Some
lawyers advise that in certain circumstances, minutes should include summary
of discussion, rationale for decision, names of those participating in the
discussion, and the roll call, noting any declared conflicts of interest.
These circumstances: are if the matter is contentious, if board members
dissent, if there is any concern about exposure to liability, or if a board
member has a conflict of interest.
CAcert Association Member list assigned to the Public Officer
However according to association rules the membership list (AKA register of members) is freely available to any association member. And is maintained by the Public Officer and kept at his home address.
Quote...
8 Register of members
(1) The public officer of the association must establish and maintain a
register of members of the association specifying the name and
address of each person who is a member of the association together
with the date on which the person became a member.
(2) The register of members must be kept at the principal place of
administration of the association and must be open for inspection,
free of charge, by any member of the association at any reasonable
hour, and by prior arrangement.
(3) A member of the association may obtain a copy of any part of the
register on payment of a fee of US$2.50 for each page copied.
comment :
If this is too open perhaps we should review this section. It's a bit old fashioned anyway with the "kept at the principal place' etc. Just doesn't take into account reality.
