Every board of directors, whether for a Fortune 500 company or your community association, needs a great secretary. Boards are required, by law and by governing documents, to maintain certain records for the sake of transparency. The secretary is responsible for maintaining those records accurately, including meeting minutes, bylaws and membership records.

The secretary serves as the official record keeper for the association during meetings. Think of the secretary as a historian who is working in the moment. Ten years in the future, any board member should be able to look back at those meeting minutes and be able to understand, in broad strokes at least, what was going on in the community at that time.

What can happen if you don’t have an effective secretary on your community association? Chaos. Legal problems. Lack of cohesiveness among the board. Confusion. To avoid those, it’s critical to have an understanding of what the secretary does and what qualities he or she should have.

Board secretaries are not administrative assistants. The word “secretary” in this case doesn’t equal “administrative assistant,” although they are sometimes used interchangeably in the corporate world. The secretary of a board is a legally-required position with the legal responsibility of maintaining the historical records of the board, not necessarily copying, filing and sending memos.

Diane Sexton is a senior association manager for FirstService Residential in Atlanta. She currently manages the Gallery Condominium, a 27 story high-rise in Buckhead. Over her 30 years in property management, she has worked with active adult, master planned and multifamily communities, both as an onsite manager and a portfolio manager. Sexton said that in some small communities without onsite staff, or in self-managed communities, the board secretary may take on day-to-day administrative responsibilities, but in general, the meeting minutes are the secretary’s primary responsibility.

Although the secretary’s name may go on correspondence for the association, the onus of those tasks usually fall to professional staff, if the community has onsite management. “That’s one reason that communities want professional management,” Sexton explained. “Today’s board members are busy people. Many work full-time, and even in active adult communities, people travel and are on the go more than used to be the case. So the board wants the management company to take on those day-to-day tasks, while the board secretary is dedicated to maintaining those important meeting records.”

What makes a good secretary?

“I think a great secretary is someone who’s very organized, a good listener, who is detailed. The secretary needs to make sure that minutes go out to the board with enough time for review between meetings. It has to be someone who is very professional,” Sexton explained. “It’s important that the secretary doesn’t have a personal agenda going into meetings. I once worked with a board years ago that had a secretary with an agenda. That can affect the tone and information that goes into the meeting minutes, and cause an inaccurate reflection of business conducted by the board. Other board members had to carefully check the minutes to make sure that they were accurate and not biased toward her own wishes.”

What does it mean to take meeting minutes?

The minutes of board meetings are incredibly important. Inaccurate meeting minutes can result in confusion, risk of a lawsuit and personal liability issues for board members. Minutes should focus on three areas: recording the actions of the association, making notes of the reasons behind those actions and keeping a full record of each board member’s specific vote. These minutes should be a summary of the motions made and actions taken rather than simply a transcript of everything that was said. It can be helpful to use the management report or the meeting agenda to frame the minutes.

Does the secretary have other duties?

Boards and communities vary, as do state laws, but the secretary may be responsible for making sure corporation paperwork is filed as required by the state. Other responsibilities may include affixing corporate seals when required for official or legal documents and serving as the witness when important documents require signatures. During election time, it is important for the secretary to coordinate the distribution and collection of ballots and proxies pursuant to the governing documents and applicable law.

The board secretary has a lot of responsibility toward the community. It’s important to make sure the right person is in that role, as well as the rest of your board of directors.
Friday September 01, 2017