SECRETARY

As a Secretary you will have a seat on the Global Board to foster effective communication and ensure proper management and utilisation of important organisational records. The role will also lead the administration office for the Global CEO

POSITION

The Secretary is responsible for active conduit for communication by giving proper notice of any meetings and timely distribution of materials such as agendas and meeting minutes. Additionally, the secretary should be knowledgeable of the organisation’s records and related materials, providing advice and resources to the board on topics such as governance issues, amendments to the laws, and the like, that will assist them in fulfilling their fiduciary duties.

As the custodian of the organization’s records, the Secretary is responsible for maintaining accurate documentation and meeting any legal requirements such as annual filing deadlines. The Secretary is responsible for reviewing and updating documents as necessary and ensuring all documents are safely stored and readily accessible.

PLACE IN THE ORGANIZATION

The Secretary will be part of the International Board and report to the President of the International Board as well as serve the Global CEO as part of the Administration Office. You will work closely together with the Global President, Treasurer, other Board members as well as the Global Management team consisting of Global CEO, Chief Operations Officer, Global Strategy Leader 4M and Arise and additional marketing, legal, and information positions

DYNAMICS IN THE CURRENT SITUATION

As we are transitioning into a new operating model, this role is considered new. The team that needs to be built is not existing yet. The country leaders all have a high degree of (legal) autonomy, yet require support on various levels.

GENERAL RESPONSIBILITIES

• Organisations are required by law and by custom to maintain certain records for several purposes, including: accurate recollection of decisions, determination of eligibility to vote, continuity of policies and practices; and accountability of directors and officers.

• Responsible for ensuring that accurate and sufficient documentation exists to meet legal requirements, and to enable authorized persons to determine when, how, and by whom the board’s business was conducted. To fulfill these responsibilities, and subject to the organization’s bylaws, the role requires recording of minutes of meetings, ensures their accuracy, and availability, proposes policies and practices, submits various reports to the board, maintains membership records, fulfills any other requirements of a Director and Officer, and performs other duties as the need arises and/or as defined in the bylaws.

MINUTES

• The Secretary is responsible for ensuring that accurate minutes of meetings are taken and approved. Requirements of minutes may vary with the jurisdiction but should include at a minimum: date, time, location of meeting, list of those present and absent, list of items discussed, list of reports presented and text of motions presented and description of their disposition.

• The Secretary signs a copy of the final, approved minutes and ensures that this copy is maintained in the corporate records.

• The Secretary should be well-equipped to record accurate minutes and be aware and sensitive to any special or confidential information discussed at a meeting.

• The secretary is tasked with knowing and complying with notice requirements and scheduling meetings to accommodate the directors.

• The secretary is responsible for scheduling board meetings and should ensure an adequate number of meetings are held per year, in accordance with the organization’s bylaws.

ADDITIONAL

• Develop and distribute a board calendar before the start of each year 
• Understand what to record and what not to record when taking minutes 
• Maintain a board binder containing the governing documents, key governance policies, minutes of board meetings, and written consents 
• Consider using appropriately secured electronic storage of key documents as a backup 
• Ensure adequate comparability data is attached to board actions which rely on such information (e.g., for purposes of getting a rebuttable presumption of reasonableness)