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Role of the Secretary on a Board of Directors

by Kristin Swain, studioD

To be the secretary for a board of directors, you have to be elected to the position or appointed by either the board or general membership of the organization. The secretary is a position that ensures all rules and bylaws of the organization are adhered to by the board during meetings and the implementation of board decisions. The secretary is also in charge of all of the records and documentation for the organization.

Minutes and Records

One of the most important aspects of a board secretary's position is to record the minutes of each board meeting. The secretary records everything that happens during the meeting including what was discussed, what actions were voted on and what actions are being taken as a result. A board secretary also keeps complete, detailed records of all of the business relations of the company or non-profit organization. Throughout the year the secretary is required to distribute documentation to the board and members as well as complete any legal filings on behalf of the organization on time. The secretary also makes sure that all records are properly and safely stored.

Administrative Tasks

A board secretary often takes on administrative tasks in addition to attending and recording board meetings. In this capacity the secretary completes correspondence on behalf of the board and organization, answer and return phone calls and provide personal administrative support to board members when needed. The secretary may also be authorized to receive legal notices on behalf of the organization. The secretary at a nonprofit organization may be expected to accept charitable donations and draft tax deduction letters for contributors.

Stepping In

The role of secretary on a board of directors is a voting position. The secretary has the same voting abilities as other members of the board even though she is responsible for coordinating the meeting and keeping records. In the event that neither the president or vice president of the board can attend a board meeting, the secretary may temporarily step into his place. When this happens, the secretary can call the meeting to order and preside over the function until another board member is temporarily appointed to the position.


Another part of the role of the secretary is to maintain accountability. The secretary makes sure that the board's actions are in line with legal requirements and the organization's bylaws. The secretary must also hold herself accountable for all of the duties of her position. She may be required to report on her progress concerning accountability to the board or the members who appointed her. In the event that some of the secretary's duties are passed on to another board member, the secretary is still accountable for the duties' completion.

About the Author

Residing in Los Angeles, Kristin Swain has been a professional writer since 2008. Her experience includes finance, travel, marketing and television. Swain holds a Bachelor of Arts in communication from Georgia State University.

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