A corporate secretary is a business professional who manages a number of essential tasks in the ongoing life of a corporation. While there is some perception that the secretary is more of a custodian who functions as an adjunct to other corporate officers, the role of the corporate secretary is often broad and involves the need to exercise considerable authority in a wide range of tasks. An effective secretary can make a huge difference in the overall well-being of a corporation, either spurring the business forward or crippling the operation to the point of failure.
In many cases, the responsibilities of a corporate secretary are defined in the corporate by-laws. Depending on the type of corporation, those responsibilities may be very specific, or the secretary may be granted broad powers that may be used in a number of situations. The provisions within the by-laws must comply with any governmental statutes that apply to the actual incorporation of the business, a factor that will often influence both the scope of the secretary’s duties and the how those duties must be performed in order to meet current legal standards.
An core responsibility of the corporate secretary has to do with making sure that the Board of the corporation has access to accurate information and viable resources that allow it to function in a manner that is in compliance with governmental regulations. This means that the secretary must be up to date on all matters of law relating to the function of the business. It is not unusual for a corporate secretary to be an attorney that is in good standing with the local state bar, although there is rarely a requirement that he or she must be an attorney. In situations where the secretary is not a lawyer, the corporate structure normally provides for some sort of general counsel that the secretary can work closely with, and thus remain current on any applicable laws or regulations.
Within the scope of this core responsibility, the corporate secretary will oversee activities like making sure any new directors are educated on current regulations, and notifying the board when any changes in governmental laws take place that affect the operation of the business. In the event that a working partnership or even a possible merger situation arises, the corporate secretary is often responsible for arranging the meetings between all decision makers, including arranging for the participation of investment bankers in the discussions if the negotiations have reached a certain point. On a day to day basis, the secretary is likely to interact with other officers in the company structure to make sure they are managing their areas of responsibility in accordance with applicable regulations.
It is not unusual for the corporate secretary to work closely with the chief executive officer. Building a strong bridge of communication with the CEO places the corporate secretary in a position to relay important information about events or trends that could impact the operation of the business, and initiate a strategy to use those trends or events in a way that is in the best interests of the company. In order to accomplish this, the secretary must be a powerful and competent communicator, have an eye for detail, and possess a thorough understanding of not only the operational structure of the company, but also the mission and goals of the corporation and the corporate culture that has developed over time.