Within the framework of non-profits in Canada, the role of the Secretary holds a position of significant importance. Often perceived as a behind-the-scenes position, the Secretary plays a pivotal role in ensuring the smooth functioning, compliance, and record-keeping of the organization. Understanding the multifaceted responsibilities of the Secretary sheds light on their indispensable contributions to the governance and operations of a non-profit entity in Canada.
Defining the Role of the Secretary
The Secretary serves as a key officer within the non-profit’s governance structure. Their primary responsibility revolves around maintaining accurate and comprehensive records of the organization’s activities. While the specific duties may vary depending on the organization’s size, structure, and bylaws, the Secretary’s role typically encompasses the following responsibilities:
1. Record-Keeping and Documentation
The Secretary is entrusted with the task of documenting and maintaining official records of meetings, resolutions, and decisions made by the board of directors and members. This includes:
- Meeting Minutes: Recording accurate and detailed minutes during board meetings, annual general meetings (AGMs), and special meetings. Minutes serve as official records and document discussions, decisions, and actions taken during these gatherings.
- Written Resolutions and Bylaws: Ensuring that written resolutions passed by the board and amendments to the organization’s bylaws are properly recorded and maintained.
2. Communication and Correspondence
As the official document custodian, the Secretary manages the organization’s official correspondence, including
- Maintaining Records: Safeguarding important documents such as the organization’s constitution, bylaws, policies, and legal filings. Such documents are typically stored in the organization’s Minute Book.
- Official Communications: Handling official communications, including sending out notices, agendas, and other relevant documents for meetings. For example, notices need to be sent out to Members in advance of Members’ meetings and AGMs.
3. Compliance and Legal Obligations
Ensuring compliance with relevant laws and regulations is a shared responsibility of all Board members and officers. Still, it is a particularly critical aspect of the Secretary’s role:
- Legal Compliance: Ensuring the organization complies with government regulations, filing requirements, and other legal obligations. This includes submitting annual reports, filings with regulatory bodies, and maintaining proper corporate records.
- Meeting Legal Standards: Assisting in the organization’s adherence to applicable federal, provincial, and municipal laws, as well as the organization’s own bylaws.
4. Board Support and Governance
The Secretary serves as a vital resource to the board of directors, facilitating effective governance:
- Board Support: Assisting the board in understanding its roles and responsibilities, providing guidance on governance matters, and ensuring adherence to established protocols and procedures.
- Facilitating Meetings: Collaborating with the Chairperson/President to set meeting agendas, distributing materials, and ensuring that meetings are conducted in accordance with proper protocols.
5. Liaison and Representation
In some instances, the Secretary may act as a liaison between the organization and external stakeholders:
- Public Representation: Representing the organization in a formal capacity at events, meetings, or ceremonies when necessary, especially in the absence of the President/Chair.
Importance of the Secretary’s Role
The Secretary’s role might appear administrative, but its significance cannot be overstated. Effective record-keeping and compliance contribute to the organization’s transparency, accountability, and credibility. By meticulously documenting decisions and actions, the Secretary helps in:
- Legal Protection: Maintaining accurate records mitigates risks and provides legal protection to the organization and its board members by demonstrating compliance with laws and regulations.
- Historical Continuity: Creating a comprehensive historical record that serves as a guide for future decisions and helps maintain continuity across leadership transitions.
- Good Governance: Upholding principles of good governance by ensuring transparency, accountability, and adherence to established procedures.
Skills and Qualities of an Effective Secretary
An effective Secretary possesses a blend of skills and qualities essential for fulfilling the responsibilities of the role:
- Organizational Skills: Exceptional organizational abilities to manage and maintain records efficiently.
- Attention to Detail: A keen eye for detail to ensure accuracy in documentation and correspondence.
- Communication Skills: Strong written and verbal communication skills for drafting clear and concise documents and effectively communicating with stakeholders.
- Discretion and Integrity: Demonstrating discretion and maintaining confidentiality when handling sensitive information.
- Knowledge and Commitment: A good understanding of the organization’s bylaws, legal requirements, and a commitment to fulfilling the role diligently.
- Legal Background: While not strictly necessary, it does sometimes help for the Secretary to have some experience or education in law. However, organizations should continue to rely on lawyers for their legal advice (rather than place that burden on the Secretary).
Resources
As you can see, the Secretary of a non-profit organization in Canada occupies a crucial position, contributing significantly to the organization’s governance, compliance, and operations.
Until now, there were very few resources for Secretaries of non-profits in Canada to rely on in carrying out their important work. However, tobuso.ca has created a platform that aims to change that. Here is a list of some resources available to non-profit Secretaries via tobuso.ca:
1. Using an innovative digital platform, non-profit Secretaries can easily keep non-profit Minute Books organized and up to date. It takes the pain out of typical events (like director changes, address changes, annual meetings, etc.) and makes it a cinch to share records with others in the organization. If you are a Secretary of a non-profit in Canada, you should sign up for free and try it!
2. Tobuso has a library with articles relevant to non-profits in Canada… and the library keeps growing! Some of the articles you can access for free in the library are:
- How to Call a Board Meeting for a Non-profit in Canada
- How Much Notice Do I Need to Give Before a Non-profit Board Meeting?
- What Are Meeting Minutes, and How Do I Take Minutes for a Meeting?
- What Laws Apply to My Non-profit in Canada?
- 3 Reasons Why You Should Keep Your Corporation’s Records Up to Date
- Registered Charities vs. Not-for-Profit Corporations
3. You can contact a representative at Tobuso at any time to see if there are additional ways that your non-profit could benefit.Â
We hope that this article has been informative. We congratulate all of the non-profit Secretaries out there doing such critical work (often behind the scenes) and wish you all the best. Please contact us if you need help.
