In this second post of our blog series exploring the roles of Association officers, we discuss the role of the Secretary. The Secretary is the association’s chief information officer responsible for ensuring that the association’s records are created and maintained in accordance with state law and the association’s legal documents.
In addition to the financial records maintained by the association’s treasurer, the association’s Secretary is responsible for maintaining most permanent records of the association. The Georgia Nonprofit Corporation Code, the Georgia Condominium Act, the Georgia Property Owners Association Act, as well as the association’s governing documents, identify the records that an association must keep as part of its permanent records.
These permanent records typically include:
- Minutes of all meetings of the members and board of directors
- Signed consents evidencing all actions taken by the members or the board without a meeting
- Records of all actions taken by a committee in place of the board
- The membership list of all association members, including names, addresses, and voting entitlements
- Copies of the association’s articles of incorporation, bylaws, declaration of covenants, and all amendments
- The association’s most recent annual registration filed with the Secretary of State
- Copies of resolutions adopted by the members or the board of directors
- Copies of all written communications from the association to the membership as a whole during the past three years
- Correspondence received from members and communications with third parties, such as vendors
Meeting Preparation and Documentation
In addition to records maintenance, the Secretary plays a crucial role in preparing for and documenting association meetings. This includes:
- Taking minutes of all meetings (Board and membership)
- Getting minutes approved and distributing approved minutes
Issuing Meeting Notices and Notices on Behalf of the Board
Most association bylaws make the Secretary responsible for issuing notices on behalf of the board. These notices must include essential details such as the date, time, and place of the meeting, and for special meetings, the purpose of the meeting. Bylaws typically establish requirements concerning the number of days’ notice that must be given to the members before a meeting and the method for delivering that notice. The Secretary ensures that meeting notices, proxies, ballots, and consent forms are prepared in accordance with the documents and all applicable legal requirements to prevent challenges or invalidations.
Delegation of Tasks
While it is common for associations to delegate many of the Secretary’s tasks to a management company, the Secretary remains ultimately responsible for ensuring that their duties are properly discharged. It is crucial for a newly elected Secretary to familiarize themselves with the responsibilities of the role upon taking office to ensure effective governance and compliance.
In conclusion, the role of the Secretary within an association is a crucial one, encompassing a wide range of responsibilities vital to the organization’s smooth functioning and legal compliance. From record-keeping to meeting documentation and communication with members, the Secretary plays a pivotal role in maintaining transparency and accountability within the association. While some tasks may be delegated, it is essential for the Secretary to remain ultimately responsible for the proper discharge of their duties. By fulfilling these responsibilities diligently, the Secretary ensures that the association operates in accordance with state laws, its own legal documents, and the best interests of its members. New Secretaries should take the time to familiarize themselves with the role’s responsibilities, as they are instrumental in shaping the association’s success and integrity.