Board Secretary

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The Secretary shall keep a record of all proceedings of Real Women, Inc of the Executive Committee; shall keep on file all reports as presented by the Board of Directors; shall have custody of all secretarial records, the seal and all legal documents of Real Women, Inc and shall perform such duties as may be delegated by the Board of Directors, and any additional duties, if applicable.

1. Communication. The secretary of the corporation is an active conduit for communication between the board, management, and members (if any), by giving proper notice of any meetings and timely distribution of materials such as agendas and meeting minutes. The secretary should be knowledgeable of the organization’s records and related materials and should be able to provide advice and resources to the board on relevant topics at issue, such as particular governance matters being addressed at a meeting or a new amendment to state corporate law, for example. The secretary should aim to be helpful to the board as they discharge their fiduciary duties.
2. Scheduling, Notice, and Materials. The secretary is tasked with knowing and complying with notice requirements and scheduling meetings to accommodate the directors. Notice requirements can be particularly important and should be complied with strictly, as improper notice can open the organization up to challenge. The secretary is responsible for scheduling board meetings and should ensure an adequate number of meetings are held per year, in accordance with the organization’s bylaws. Generally, a board can more efficiently and effectively hold a board meeting when the secretary prepares and sends meeting materials far enough in advance of the meeting for each director to review such materials, correct any errors, and prepare questions and comments.
3. Meeting Minutes. The secretary should be well-equipped to record accurate minutes and be aware and sensitive to any special or confidential information discussed at a meeting.
4. Corporate Records Maintenance. the secretary is responsible for maintaining accurate documentation and meeting legal requirements, such as annual filing deadlines. It may be helpful for the secretary to have a calendar of filing deadlines, which may include a filing with the corporation’s Secretary of State, the Attorney General, the state tax agency, and the IRS. The secretary is responsible for reviewing and updating documents as necessary and ensuring all documents are safely stored and readily accessible for inspection by directors and/or members. In California, an organization’s articles of incorporation and bylaws, as amended to date, should be available at the corporation’s principal office for inspection. Additionally, it is required that a nonprofit’s exemption application and past three annual returns with the IRS are available for public inspection.