Unless the governing documents provide otherwise, a secretary's duties are as follows:
- oversee giving notice of board and membership meetings,
- ensure that minutes of meetings are taken and approved,
- sign a copy of the final, approved minutes,
- oversee the preparation of the membership list,
- file appropriate documents with the Secretary of State,
- as custodian of records, ensure that the association's records are maintained, and
- frequently co-signs checks with the president or treasurer.
Secretary Absent. If the secretary is absent from a meeting, the president should appoint someone to take the minutes so there is a record of the board's actions. RONR (12th ed.) 47:34.
Assistant Secretary. If minutes are taken by someone other than the secretary, that person may be designated in the minutes as the "assistant secretary" or "recording secretary" so the person is covered by the association's Directors and Officers ("D&O") liability insurance. Boards should verify coverage with their association's insurance broker.
Signing Minutes. Corporate minutes are the official records of the association. Once approved by the board, the minutes are signed by the secretary. Minutes become prima facie evidence of the matters contained in the minutes. (Corp. Code § 7215.) By signing the minutes, the secretary is indicating the minutes have been approved by the board of directors. It does not mean the secretary personally agrees with the decisions made by the board contained in the minutes. The secretary cannot refuse to sign the minutes because he/she disagrees with a particular decision made by the board. The secretary is simply affirming that the minutes were approved by the board of directors. See sample minutes. If a secretary refuses to carry out his/her duties, the president can sign the minutes RONR (12th ed.) 48:7. In addition, the board may replace the secretary and have the minutes signed by the new secretary.
Approved by the Board May 2, 2024
____________________________________________
Jane Smith, Secretary
Minutes. See "Board Meeting Minutes."
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