The roll of the association secretary may be a little easier to define than that of the association president, but it is no less varied. Whereas the president is charged with leading the association, the secretary is charged with maintaining the records and protecting the association from liability.
An Overview of the Secretary’s Role:
The secretary records meeting minutes and board resolutions. The secretary affixes the association’s corporate seal to legal documents and verifies the signatures on those documents. The secretary verifies the proxies for the association’s annual meeting or any special meetings of the association. The secretary is charged with maintaining all of the association’s records and distributing accordingly.
Duties of the Secretary:
The association secretary’s duties are classified into three job functions: recording secretary, corresponding secretary and filing secretary. Recording secretary, as it implies, is the taking of minutes and the recording of corporate resolutions. Corresponding secretary is the function of sending notices as required by the governing documents of the association. The filing secretary is the function of maintaining all the records of the association and disposing of old records.
Recording Secretary:
The recording function is taking meeting minutes, drawing up resolutions, making sure the minutes are approved and distributing approved minutes.
Taking Minutes:
Meeting minutes are vital for the documentation of association business. However, there are many misconceptions about what minutes should contain and not contain. Minutes are definitely not a detailed transcription of what was discussed. Minutes should reflect what was accomplished only.
The best outline for taking minutes is the agenda of the meeting. The following items must be noted:
- Type of meeting: board or annual etc.
- Date and location
- Time meeting was called to order and by whom (president or chair)
- Board members present along with offices held
- Quorum established and verified by secretary
- Motions with the member making the motion noted
- Acceptance, defeat or withdrawal of the motion; unless unanimously accepted or defeated members votes must be noted accordingly.
- The date, time and place of the next meeting if decided on
- Time of adjournment and who made motion to adjourn
Minute Tips:
Legal and collections issues must be redacted before distribution to non-board members.
Opinions and allegations have no place in association minutes.
Remember that meeting minutes are legal documents that are often discovery items in litigation involving associations, so accuracy and brevity are paramount.
Minutes should be kept of hearings and of all board, special, committee and annual meetings.
It is not uncommon or inappropriate for the minutes of an entire board meeting to fit on one typed page.
If an item from the minutes needs to be changed after the minutes have been approved it must be done in future minutes noting a revision to the minutes in question.
Resolutions:
A resolution is a determination of policy of the association by the vote of its board of directors. Resolutions are often statements of policy, belief or appreciation, and do not supersede or amend the association’s governing documents. For example, a bank may require a resolution for a loan stating the association has the authority to take out a loan.
The resolution has three parts: authority, reason and extent. For example: Whereas the association’s governing documents gives authority to the board of directors to take out loans from financial institutions from time to time to meet the needs of the association, now therefore be it resolved that a loan be taken out for an irrigation system for the beautification of the association. It is also resolved that the loan will be for no more than $100,000 and with a repayment term of no more than 60 months.
Approved Minutes:
When meeting minutes are approved, the meeting’s presiding officer (board President/Chair, Vice President etc.) and secretary should sign and date. Once this step is accomplished, the minutes are approved and finalized. These original meeting minutes should be placed in the association minute book. In some instances copies are forwarded to the association’s attorney for legal review or compliance.
Corresponding Secretary:
The corresponding secretary is ultimately responsible for all communications to the membership: this includes annual and board meeting notifications and any other correspondences from the association. The actual task of generating and mailing are generally delegated to the property management company or agent.
Filing Secretary:
The secretary keeps the official association minute book where the association’s meeting minutes, corporate resolutions, proceedings and board of director and membership votes are maintained. The secretary maintains an owner’s list with corresponding mailing addresses. The association being a legal entity, it must always maintain the records in compliance with state statutes. The records should also be maintained in a manner so as to defend the association in the event of a legal action. The following are typical items that are maintained in the association’s permanent files: meeting minutes, articles of incorporation, bylaws, declarations of covenants, financial statements and vendor contracts. For a document retention schedule with disposal dates send an email to newsletter@wmdouglas.com. WDMI
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