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A Corporate Secretary could be considered the glue that holds an entire corporation together. He/she is responsible for assuring the company stays in compliance with both regulatory and statutory requirements while also executing all of the decisions, resolutions and changes put forth by the corporation’s Board of Directors.
In general, states require that corporations designate a Corporate Secretary, and that he/she is present at all Board of Director meetings. The Corporate Secretary is an officer of the corporation.
The precise obligations that a company’s Corporate Secretary fulfills may be different among corporations; however, every corporation typically outlines the Corporate Secretary’s role in its corporate bylaws.
Many people mistakenly believe a Corporate Secretary’s primary role is to take and record meeting minutes. While doing so is, indeed, one of the Corporate Secretary’s responsibilities, this task is nowhere near the entirety of this pivotal corporate role.
Typically, a Corporate Secretary is responsible for:
Board meetings: The Corporate Secretary plans and executes all Board of Director meetings and committee meetings, including strategic planning; creating agendas; inviting the appropriate attendees; reserving the meeting space and covering all possible logistical issues.
He/she also oversees the corporation’s shareholder meetings.
Record Keeping: The Corporate Secretary is not only responsible for taking meeting minutes but also for the substance and dissemination of them. The meeting minutes must accurately describe and effectively communicate the final decisions of the Board of Directors. Much more than just a scribe, the Corporate Secretary is the officer who implements all of the board’s pronouncements.
The Corporate Secretary also retains and organizes all of the corporation’s significant documents as well as records; some of these might include its Certificate of Good Standing, business licenses, SEC compliance paperwork, stock transfers, proxy statements, shareholder correspondence, contracts and the corporation’s Capitalization Table.
Advisor: A Corporate Secretary should be willing and able to advise a Board of Directors on its goals and duties as well as the officers’ individual roles. If the corporation owns any subsidiaries, the Corporate Secretary will often counsel the board on how to manage and govern them.
Trainer: When new board members are brought on to a corporation’s Board of Directors, it is the Corporate Secretary who is tasked with overseeing their orientation, training and briefings.
What Would Make a Good Corporate Secretary?
The best candidate to hold the position of a Corporate Secretary would be:
Stay tuned to The HBS Blog to read the next installment of our explanation of all the officers’ roles in a corporation. Did you miss What Is the Role of Officers in a Delaware Corporation? or What Is the Role of a President of a Corporation?
THE AUTHOR OF THIS BLOG ARTICLE IS NOT A LAWYER AND HARVARD BUSINESS SERVICES, INC. IS NOT A LAW FIRM. THE ARTICLE ABOVE IS NOT INTENDED AS LEGAL ADVICE AND SHOULD NOT BE TAKEN AS LEGAL ADVICE. THIS SHORT ARTICLE IS STRICTLY TO MENTION SOME ASPECTS OF DELAWARE’S CORPORATION LAWS AND/OR LAWS RELATING TO OTHER FORMS OF ENTITIES WHICH YOU MAY NOT BE FAMILIAR WITH. WE RECOMMEND THAT YOU CONSULT WITH A LAWYER BEFORE FORMULATING A STRATEGY WHICH WILL BE SUITABLE FOR YOUR SPECIFIC CASE.