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General Responsibilities

Organizations 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.

The Secretary is 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. In order to fulfill these responsibilities, and subject to the organization's bylaws, the Secretary:

• Records minutes of meetings, ensuring their accuracy and availability.

• Maintains Board of Director membership records.

• Performs other duties as the need arises and/or as defined in the bylaws. (see note 1)

Time Commitment

Cultivating Families Board of Directors will meet monthly. During months that the Board does not meet in person, BOD members are to meet by phone or video conference. We will meet in-person twice per year in December and June. Monthly Meetings: January, February, March, April, May, July (No Meeting), August, September, October, November

Accountability

The Secretary is accountable to the Board of Directors. Through the Board of Directors, certain duties of the Secretary may be delegated to the Executive Director, Board members and/or committees as appropriate; however, the accountability for them remains with the Secretary.

Specific Duties

• 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
  • text of motions presented and description of their disposition. (see note 2)

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

• Custodian of records-The secretary ensures that the records of the organization are maintained as required by law and made available when required by authorized persons.

• Bylaws-The Secretary ensures that an up-to-date copy of the bylaws is available at all meetings.

• Communication-The Secretary ensures that proper notification is given of directors' and members' meetings as specified in the bylaws.

• Meetings-The Secretary participates in Board meetings as a voting member. In the absence of the Chair and Vice-Chair, the Secretary calls the meeting to order, and presides.

• Signing Officer - The Secretary may be designated by the Board of Directors and/or bylaws as one of the signing officers for certain documents.

• Review meeting supporting materials and agendas prior to board meetings.

• Offer names of nominees with great potential to contribute to the board.

• Assist the board in examining Cultivating Families’ financial statements and executing its fiduciary responsibilities.

• Complete and submit a BOD Yearly Budget Pledge Form regarding a financial contribution to Cultivating Families in an amount that is significant to you.

• Complete and submit a BOD Yearly Personal Agreement.

• Review and sign the Conflict-of-Interest Policy, annually.

• Complete and submit a BOD Self-Assessment Form, semi-annually.

Note 1 - This document uses the word "ensure" to convey the intent that accountability for the specified responsibilities lies with the Secretary, but it is not necessarily the Secretary who carries out the activity. Indeed, we expect that many of these responsibilities will be delegated to board committees, staff, or others including experts retained for a specific purpose. The word "ensure" is not intended to imply any additional source of legal duties beyond those that are required by law.


Note 2 - Minutes should have enough information to help absent directors and members understand what issues were discussed and what decisions were made. Some lawyers advise that in certain circumstances, minutes should include summary of discussion, rationale for decision, names of those participating in the discussion, and the roll call, noting any declared conflicts of interest. These circumstances: are if the matter is contentious, if board members dissent, if there is any concern about exposure to liability, or if a board member has a conflict of interest.



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