Hello, this is Eliza Kragh and we're here today with Mark Apodaca who is an expert in parliamentary procedure.
Today we will be discussing The Role of a Secretary.
Mark, please share with us about the role of a secretary.
Okay.
Often the bylaws and policy procedures will list the responsibilities of a secretary.
Some bylaws will have a long list of responsibilities and some will have three listed.
I have seen both where either bylaws or policy procedures will list the responsibilities.
Robert's Rules of Order, itself, has a list of some of the responsibilities, but it is important to know what your governance documents mention about the role itself.
It also includes what a secretary can do and cannot do.
One good example is when going to a business meeting where the secretary shows up but the president or vice president has not,
the secretary can start the meeting until the president or vice president shows up to take over, which can happen.
Another thing is it's important during the meeting to always have both president and secretary there, as it is required in RONR.
I have seen some secretaries write a 35 page paper of minutes.
It is not necessary to make a story of what happened during the meeting about they said this, they said that and so on.
That is not required for minutes.
The result, the motion, seconded - for seconded, you don't need the name of the person, but do need the name of who made the motions.
Do not include the debate of who said what.
Then vote - the vote must show the numbers to support or against / passed or failed.
All motions or action items that were proposed must be in the minutes so we will not forget that they happened.
That is the basic role.
I am going to pull up a powerpoint to show some rules from RONR.
The responsibilities of a secretary in RONR 47:33 - that is where you will find it.
Number 1 is the most important one and that is to keep a record of the minutes.
What the secretary puts down and then when it is approved or accepted as is or with corrections, the minutes become a legal document.
Often in court, the judge will ask to see the minutes and if you do not provide the minutes or if it is not in the minutes, the judge will deny.
The second thing is to keep a file of all committee reports.
It is important that the organization has committees and most popular is finance, governance, or strategy plan of the members, and fundraising.
All those committees are very important and they meet in between board meetings: board meeting, committee meeting, and then board meeting.
Each of those committees will give the secretary the minutes, reports from their meeting.
The secretary is responsible to review them and make sure that they are in order to put them in files.
The reason is that, for example, you are on the fundraising committee and I'm on the finance committee - two different committees,
now I want to know as a board what is up with the other committee that I'm not involved with when the next board meeting comes up?
The board will get a copy of the committee minutes and report to review.
I may have some questions about the fundraising committee that you as chair of the finance committee can answer.
While reading the reports and there are no questions, then the president or the chair will state "any questions about the minutes from the fundraising committee?"
If there are no questions, then file it and move on since reading it is not required.
So that is another important role of the secretary.
The fourth one is to keep a list of all the members.
For example, suppose that an organization has 500 members and the secretary must notify all 500 members about the upcoming annual meeting.
If the secretary sends it out and misses 10 people, you cannot have a meeting.
Oh, really?
Oh no! Every member on record must get notice that there is a meeting.
If you miss one member, you cannot have a meeting because they object "they had a meeting and voted on it but I was not there because I did not get notice."
It could become a legal issue.
I remember one organization where a group of members came together and they invited officers but the officers refused to come
and what they decided was that the officers refused to follow, so they saw a lawyer and the lawyer asked the first question if they kept a list of all the members' names.
Did you contact all those members - ALL the members?
The person who set the meeting admitted no, so the lawyer could not do anything.
Your meeting is null and void because not all the members were aware of the meeting.
When you pay dues to be a member, you have every right to know when the meeting is happening.
That is an important role of the secretary to make sure that the list of members is always updated.
The fourth one is the minutes must be available to those that ask for them and you cannot abuse it.
I have seen minutes that are required by RONR to be shown, especially if special rules of order state otherwise, unless the special rules of order are silent on it,
then RONR states that you must provide them if I approach the secretary of that organization to see the meeting minutes, which you have to show.
It is nicer and saves time and headache if the minutes are put on the organization's website and are right there to read
and then if you have questions, go to the next meeting and bring it up.
The next one will be:
Notify the officers and member delegates of their election appointment, give the documents to the committee,
require a performance of jobs, and have everything ready to hand over.
Number six is credentials - go to the organization line and sign delegates' credentials and give to someone with a badge or delegate to go in and sign.
Number seven, sign all certified copies of actions of the organization.
What they vote on and motion that was passed, the action taken must be certified by documenting it in the minutes to certify that action.
Keep good records, books, bylaws, special rules and all those document amendments with proper records.
Number nine is to send members notice of the next meeting.
If you miss one, then you cannot really have the meeting because all must receive notice.
Number ten is to prepare, really work with the president or whoever is running the meeting to develop the agenda, order of business.
Just sit down with the managing officer to help develop those and plan for the next meeting.
The last one is when you have an absent president and vice president,
the secretary can call the meeting to order until someone is elected to chair the meeting - pro temp.
Those are some of the responsibilities from RONR that are not all in the bylaws.
minutes, giving members notice, and lastly keeping an updated members list.
Those are the important functions and to gather reports to send out for the board to review.
Those all are basic responsibilities of the secretary.
It is worth keeping documents of any bylaw amendments because if you do not document them in the minutes, it means they never happened.
unless you make corrections to the minutes.
If there are no corrections and the minutes are accepted, then that means you can go back and make corrections in the minutes back in time.
It does not stop there.
Is there a time limit?
No, there is no time limit.
Again, just one organization with 10-12 years amendment after amendment every two years and you're talking about 5 business meetings,
records amended in minutes but you have nothing, which means it did not happen.
It means you have to go back to the beginning and follow the original bylaws.
Some organization secretaries do not keep good records.
I am a member of an organization and I'm never informed of when my membership is due.
I mean, they inform me that they have a business meeting coming, but my membership dues expired two years ago and I've been waiting for it.
So if I come to the meeting, technically I am not a member.
One organization has "lifetime members" and they kept records of those members who paid up for lifetime members.
For those who did not want lifetime membership and prefer yearly renewals, there are no records of those members.
I ask you to call a meeting and you only list the lifetime members—what about all the rest of the members?
They are members and no notice, no records, nothing?
The secretary did not do their job.
Yeah, I have seen some meetings where the secretary used their phone and took notes.
Their phone?
I have a notepad so I fill it in properly.
I would encourage using a laptop during board meetings or annual meetings to finish it and send it to those board members.
You know that many organizations will establish a committee with three people to review the minutes,
because if the conference or annual meeting is one year from now, it means the secretary will type it all up and hold it for one year?
You think people will remember what happened one year ago?
So set up a committee, ad hoc committee, and they will receive the minutes from the secretary and
they will review and approve it and will inform the secretary and board president that they are accepted
Then at the next board meeting, the board approves the minutes that were reviewed for the next annual meeting,
During the next annual meeting, members do not need to approve the minutes
because the committee already did the work and will let you know that the committee finished.
You picked the people last year to review everything, all good, then finished and passed by the board.
That will be in the procedure policy guidelines.
Again, it is very important to keep a copy of the minutes.
I have seen some secretaries with two years of no minutes who then decide not to run again
and they do not give the minutes to the next secretary.
They need the minutes!
It is supposed to be passed on.
Some organizations forget that.
It is not good and organizations should have a centralized place with all governance documents and all the minutes and everything.
Have a safe place for it and you can use it in the future if something legal comes up and you need to review past events, then it is ready right there.
But some organizations are not very careful and they lose it in the cracks.
It is not good.
What happens if you lose the meeting minutes?
It can mean the meeting never happened.
Very important to have the minutes.
Really, you had a meeting and where are the minutes?
Where are the minutes? Minutes should open with the name of the organization, call to order, time, date, and so forth,
to meet quorum, reports, motions, new business, adjournment—simply all there.
No minutes? Hello, where's the proof? You have quorum, the minutes show if you meet quorum, motions passed,
If we do not have the minutes, technically the meeting never happened.
The court will say nothing, which means the courts will not waste their time.
If you do not list it, then it never happened.
That is the basic role of the secretary.
I have been secretary for one parliamentary organization and I had the role of the secretary and treasurer
so I had to oversee and document everything about parliament, president, members, and I had to write everything depending on interpreters.
I would list motions, seconds, votes passed and so forth until it is finished,
and then present it to members for review and acceptance, make corrections if needed, and then sign and file it.
So if the national organization wants to see a copy of the minutes, then you must have them ready.
That parliamentary organization is very specific and detailed in making sure everything is there.
If the bylaws are there, then it is worry free.
If you do not have it, then oh boy.
That is basically about the role of secretary, which is important.
It is nice if the secretary has some writing skills, maybe take a class at college or an extended program on how to write better minutes
and it is not about storytelling skills.
Many come in with no idea what their role is and what they should fill out.
It is often that I will nudge the secretary that they do not need a story,
just document specific things and follow RONR and that is it.
To basically sum it up, the role and responsibilities of a secretary is to
make sure that everything is documented, all actions that happened,
Vote passed or failed.
not a story.
Satisfy quorum, who is there,
If president and vice president are not there, the secretary can start the meeting,
can make sure to inform ALL members ahead of the meeting,
needs to make sure they keep records of all meeting minutes in files ready to provide to the board or members when requested
and have all committee reports in files too.
That basically covers the responsibilities of the secretary?
Yes, if it's too much, often they will have an assistant secretary.
not a board member, that can help the secretary work with duties if they are overwhelmed.
We've talked about small organizations, but if a huge organization with maybe 5000 members, then the secretary needs an assistant to help.
Again, it depends on the size, if large or small.
Because meeting minutes are a legal document, that is a very big responsibility for the secretary
and that is why it is so important for the secretary to know what needs to be involved in the meeting minutes.
For those secretaries that have no idea on how to develop minutes, they have several different options and can go online to learn more about templates.
NAP provides examples too, I believe, on what secretary meeting minutes can look like.
They pretty much look the same with AIP (American Institute of Parliamentarians)
which has a list of roles and responsibilities and it is the same as RONR
same
So I would strongly recommend for those who become secretary to take initiative to start researching themselves
so they can align with the mission of what the meeting minutes should look like
A person can go into NAP website, you can get 12th edition or this pamphlet.
Short and simple.
These focus on the secretary.
AIP has different books on how to write effective minutes.
AIP books can be purchased on Amazon since they do not sell books themselves and refer people to Amazon.
AIP also has many good resources.
I use them and I am a member of AIP.
NAP has a website that you can go into their book store and look for any information about secretary like this pamphlet.
Another one is:
which is also sold on Amazon.
The person who wrote this is certified by both NAP and AIP organizations, so they combined them into one and all the information should be in this.
It is easy to read and follow.
So I would encourage all the organization secretaries to get those books and become a great secretary.
So resources are available out there and people just have to take the initiative and have the passion for it.
I am always looking at different ways to improve
to improve my understanding in finances, in non-profits, with grants and multiple other things.
I research and find resources because I want to know what my role is and how to do it.
It is an investment into my education and I make sure to practice it.
It is worth it and you become an extremely valuable member of the community.
That would be very beneficial not just for the secretary but for the organization itself,
so if anything comes up, then you are ready to provide because the secretary does their job.
That is right. Do it right if you want to do it.
Right, and then not have to go back and fix everything.
Yes, I have often seen secretaries type and then learn that they do not need all those things and delete what is not required,
clean it up and then present it to the members for approval.
That is a great option to know that you can go back and clean up so you can go forward.
Yup, you can.
That very clearly explains the specifics of the role and responsibilities of the secretary.
I hope this will help improve meeting minutes out there to make it easier for all to understand exactly what happens.
Thank you, Mark, for the clarification.
Thank you.