Board Secretary Role and Responsibilities
Board Officers have different roles and responsibilities that are separate and apart from the role of board member. Most state laws require certain officers on each board.
This resource focuses on the key responsibilities and qualifications for the secretary officer position. It can be used when a board is recruiting a candidate to fill this officer position or to better prepare a newly elected officer before they assume their position.
Officer roles are defined in the organization’s bylaws. While the board as a whole is responsible for effectively governing an organization, the officers are responsible for fulfilling their specific roles, working together to ensure necessary tasks are completed smoothly, and promoting a positive board culture.
What Does a Board Secretary Do?
The board secretary’s chief responsibility is to ensure all board actions are documented. Depending on the organization’s size and staff, either the board secretary or a staff member may record board meeting minutes. If a staff member fills this role, the secretary should still review the minutes prior to distribution to the full board. In an organization without an office or staff, the secretary may be the keeper of the minutes and the board records.
Key Responsibilities of a Board Secretary
During board/committee meetings
- Record (and/or review ) board meeting minutes
- Count any votes taken during board meetings
Outside of board meetings
- Distribute necessary background information on agenda items in advance of meetings, in the case this task is not completed by staff
- Secure the approved minutes and maintain the official list of board members
- Ensure that all notices are duly given in accordance with the provisions of the bylaws or as required by law
Board Secretary Qualifications
- Familiarity with board practices
- Organized, keen attention to detail
What is a corporate secretary?
The board liaison position, previously called corporate secretary, focuses on governance, board engagement, administrative support, and logistics. The corporate secretary serves as a link between the board and senior management, and even some outside constituents.