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 and bears responsibility for ensuring that the association’s records are created and maintained in accordance with state law and the association’s legal documents.
Aside from financial records maintained the association’s treasurer, the association’s Secretary maintains most permanent records of the association. The Georgia Nonprofit Corporation Code, the Georgia Condominium Act, Georgia Property Owners Association Act, as well as an association’s governing documents, identify the records that an association must keep as part of its permanent records. These include, but are not limited to:
- Minutes of all meetings of the members and board of directors
- Signed consents evidencing all actions taken by the members or a 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 the number of votes each member is entitled to cast
- 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 board of directors
- Copies of all written communications from the association to the membership as a whole during the past three years
The Secretary also should maintain copies of all correspondence received from members, as well as communications with third parties, such as vendors.
In addition to records maintenance, the Secretary also plays an important role in preparing for, and documenting, association meetings. Perhaps most prominently, the Secretary bears responsibility for taking minutes of all meetings (Board and membership), getting minutes approved, and distributing approved minutes.
Further, most association bylaws make the Secretary responsible for issuing notices on behalf of the board, such as notifying members about meetings. These notices generally must include the date, time and place of the meeting and, for special meetings, the purpose of the meeting. The bylaws typically establish requirements concerning the number of days’ notice that must be given to the members prior to a meeting and the method for delivery of that notice. The Secretary must ensure that meeting notices, proxies, ballots and/or consent forms to be used by the association are prepared in accordance with the documents and all applicable legal requirements. Otherwise, a meeting or association vote could be challenged or invalidated.
Although it is common for associations to delegate performance of many of the Secretary’s tasks outlined above to a management company, the Secretary remains ultimately responsible to ensure that his or her duties are properly discharged. For that reason, it is important that a newly elected Secretary familiarize himself or herself with the responsibilities of the role upon taking office.