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Role of Secretary in a not-for-profit

  • 06 Jan 2014 2:46 PM
    Message # 1468840
    Anonymous member (Administrator)
    A not-for-profit sector member askes:

    My organization is reviewing the role of the Secretary. Is there a template for the role of a Corporate Secretary in a not-for-profit? I would imagine that this can cover many areas dependent upon the size and scope of the organization. In terms of legalities I believe our Bylaws cover it well with the basics; however, I have been asked to look at the full scope of other not for profits.
  • 06 Jan 2014 2:47 PM
    Reply # 1468841 on 1468840
    Anonymous member (Administrator)
    Not-for-profit management group

    We only go by our bylaws that probably covers a similar way as your corporation. Some of my responsibilities are not written anywhere, not even in the bylaw. Tasks, such as the entire Membership renewal and application; registration (yearly) with Federal and Provincial government and providing information to outsiders about our status and relationship with the government etc...are not found in bylaws and written no where. We are 'not-for-profit' but not a charitable or fundraising type. More a 'business'
  • 06 Jan 2014 2:48 PM
    Reply # 1468843 on 1468840
    Anonymous member (Administrator)

    Municipally Owned Corporation

    See a position description in place at our Corporation

    Position Summary:  Serve as Corporate Secretary of the ENMAX Group of Companies in accordance with the corporate bylaws, banking resolutions, and other legal requirements.  Support the Chairman of the Board of Directors, committee chairs and members of the senior management team in ensuring effective corporate governance. 
     
    Reporting Structure:  Reports to the Chairman of the Board of Directors

    Role and Accountabilities:

    • Makes arrangements for and gives notice of all Board of Directors and Shareholder meetings.
    • Preparation of all minutes (for Board approval), agenda, notices, waivers of notice and subsequent correspondence in connection with meetings of the Directors and Shareholders.
    • Attends all meetings of the Board of Directors and Shareholders and keeps a record of the proceedings.  Ensures the confidentiality of such proceedings.
    • Facilitates and manages the flow of information to and from the Board, including Board correspondence.
    • Ensures that legislation, rules and regulations are complied with and that Board procedures are followed.
    • Assists in the orientation of new Board members and the ongoing education and development of Directors.
    • Assists in the orientation of Shareholder representatives.
    • Supports the Chairman of the Board, committee chairs and members of the senior management team in ensuring effective corporate governance, including developing the corporation’s approach to governance.
    • Prepares resolutions and reports to the Board of Directors.
    • Develops and maintains key business relationships with all key stakeholders.
    • Demonstrates integrity and ethical leadership.
    • Acts as custodian of the seal of the corporation; affixes the corporate seal and attests, signs, or countersigns corporate documents when authorized.
    • Acts as custodian of minutes, corporate minute books, all Board, Shareholder and committee documents, and all general records other than those required to be kept in the finance function.
    • Attends to corporate correspondence including inquiries from Shareholders and the public concerning matters of general corporate policy.
    • Arranges Board of Director remuneration.
    • Administers the budget of the Board of Directors
    • Manages the Corporate Secretariat department.
    • Support staff in a manner that builds and strengthens employee relations and commitment through career development, training, compensation, team building, position development and role definition, performance management.
  • 06 Jan 2014 2:48 PM
    Reply # 1468844 on 1468840
    Anonymous member (Administrator)
    Large company

    We are for profit now, and previously, when we were NPO, the role of the Corp sec was not very well defined but was expected to be the repository of most anything that was not otherwise delegated to another function.
  • 06 Jan 2014 2:48 PM
    Reply # 1468845 on 1468840
    Anonymous member (Administrator)
    Small subsidiary of private financial institution

    In my organisation, the corporate secretary acts as the link between the board and management. everything regarding the board and its committee is organised and handled by the corporate secretary's department.

    The corporate secretary is also responsbile for reviewing all documents submitted to the board and its committees to ensure that the propeor decision-making path has been followed.

    The Corporate Secretary prepares the minutes of the meetings as well as scripts for the Chairman.

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