Anita Hagerty Schenk, PCAM, and P. Michael Nagle, Esq.
Introduction: Background and Key Points
An association is a business and--like any other--must preserve its history, maintain its records, and protect itself from liability. It is the association secretary who is assigned this responsibility. The secretary (or secretaries) should be efficient, well organized, and have a commitment to the future of the association. No matter how competent the secretary, there is much to be learned about keeping good corporate records. The association's first-ever secretary will wonder where to begin and how to set up a flexible and efficient recording system.
If the association is volunteer-managed, it is wise to spread the secretarial responsibilities among two or three people. However, if the association hires a manager it can request him or her to perform some of the association's secretarial tasks. When selecting a manager or management company, the board should specifically state the secretarial tasks for which the manager will be responsible. This report is designed to help new association secretaries as well as those who want to improve their procedures.
- The secretary prepares and distributes board of director meeting notices, and records meeting minutes and resolutions.
- The secretary affixes the corporate seal to legal documents, and witnesses and verifies signatures on documents.
- The secretary accepts and verifies proxies for annual or special membership meetings.
- The secretary maintains all of the association's records and files necessary forms with state agencies.