Tom Soter and Bill Morris in Board Operations
Sept. 20, 2012 — Time to do the minutes. See? Bet you didn't know there were board-secretary jokes! What else do co-op / condo board members and residents not know about the position of board secretary? For one thing, he or she is responsible for a lot more than just the minutes. How much more? Hours' worth!
In the third and last part of this "Board 101" series that distills the cogent facts from legal and management experts, Tom Soter and Bill Morris explain the basics every board member and even co-op and condominium resident ought to know about their board secretary's responsibilities.
● Recording the minutes of all board and/or shareholder or unit-owner meetings. The minutes should include a summary of the discussion, the resolutions, how the board voted, and the attendance and duration of the meeting. The minutes are the paper trail of the co-op.
● Maintaining a file of meeting minutes. Because the minutes are so important, the secretary should keep them in an organized file. The secretary's records should also include resolutions approved or rejected by the board and an updated list of all residents.
● Drafting and distributing the agenda. Once the board has determined the contents of the agenda for its next meeting, under the guidance of the president, the secretary is often responsible for drafting the agenda (or revising the president's draft) and distributing it and the documents necessary to discuss the agenda items to the other board members. How well a board is prepared for a meeting can shorten the meeting time substantially.
● Drafting and distributing board correspondence. True to the title, the board secretary is responsible for most of the official, and unofficial, correspondence of the board. He or she is responsible for board letters to shareholders, unit-owners and paid professionals. The secretary is also responsible for signing co-op transfer-of-shares documents and co-signing certain checks and papers. As the traditional keeper of the corporate seal, the secretary is responsible for perusing documents, affixing the seal to legal papers and witnessing signatures on legal documents and filing forms with state and local agencies.
● Accepting and posting notice of board meetings. The secretary must accept and file proxies for annual and/or special shareholder meetings. The proxy must be handled correctly (with meeting notice clearly delineating conditions for proxy voting and proper authentication of signatures) or the meetings — and the decisions made — may be invalidated. By law, notice of all meetings must be posted.
Despite the importance of these duties, many co-ops assign the secretarial duties to their managing agent. Other boards hire an outside recordkeeper, to avoid board or managing agent biases. While this is legal, the board still must include an official secretary in its membership.
Later today: Three board treasurers describe their duties firsthand.
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