A Series: Roles of Each Position on a Board of Directors – The Secretary

by admin on July 29, 2010

in Board of Directors


The following is a part in a series of a description of the roles and duties of each officer on a Board of Directors. Previously, we wrote about the role that a President and Vice President both play on a Board of Directors and in this article we will discuss the role of a Secretary.  An effective Board of Directors works together as a unit in carrying out the duties, roles and responsibilities of the Association.  The Association Documents and state statutes define and set forth the duties and roles of each Board member.  Each and every Board member has a function and a role for their Association to function and operate well.  

First, each Board member should read and understand their Association Documents, as the articles and bylaws should be specific in what is expected of being on the Board and exactly what their fiduciary duty will be.  For associations that have poorly written documents that exclude officer duties, I suggest reading Robert’s Rules of Order, as they have great information on this to follow and guide you.

Each Officer should have a place on the Agenda for Reports of the Officers, and for their report they will detail the activities of their position at each Board meeting.  It is also a good idea to have each officer be on each Association committee, or at least, have each committee report to a certain Board member.  The following is a description of the roles and duties of the Secretary on a Board of Directors of a community association.

The Secretary of a community Association shall be in charge of setting (along with the President and the property manager) the Agenda of any meeting, formulating and posting of all notices of meetings, taking and recording proper minutes of meetings.  The Secretary is also entrusted with maintaining the records of the Association and should also be expected to be in charge of the Association’s corporate seal and is also expected to sign and attest to certain important documents, such as the corporate resolutions and bank documents. 

Many of the above described duties would normally be handled by a management company but the Secretary should still have to oversee these functions making sure that they were being performed and handled properly and in accordance with the Association’s Governing Documents.

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