Secretarial Duties

The secretary records the minutes of the meetings, maintains a register of members and directors, is responsible for sending out the notice of meetings, issues membership cards (if applicable), and maintains a record of the league's activities. The position of Secretary is one of the six required roles within the local league. They are considered an officer of the league’s Board of Directors. Definition

Secretarial Duties To provide an official record of all decisions reached and actions taken by the governing body; A resource for identifying or communicating to outside parties the fact that a particular action was taken by the board; Meeting Minutes

Secretarial Duties Records the board’s diligence in addressing particular issues; Evidence of the separate corporate existence of the corporation; Preserves corporate history; Meeting Minutes

Secretarial Duties The Model Business Corporation Act provides that: “A corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors…” and “A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.” American Bar Association., & American Bar Association. (2011). Model business corporation act: Official text with official comments and statutory cross- references, revised through December Chicago, lll: American Bar Association, Section of Business Law. Meeting Minutes

Secretarial Duties Date and location of board or committee meeting; Whether the meeting is a regular, organizational, or special meeting; Whether the meeting is held by telephone conference or in person; Beginning and ending times; Attendance by directors or committee members; Names and titles of attendees and presenters; Meeting Minutes

Secretarial Duties Indication of action take (e.g., discussion, approved, deferred, noted receipt of information, etc.); Comings and goings of Directors or Committee members after start of meeting if a vote is taken or sensitive issues are discussed while one or more directors are absent; Resolutions adopted; and Reference to briefing materials disseminated in advance or materials discussed at the meeting. Meeting Minutes

Secretarial Duties Minutes are the record of what ultimately occurred at a particular meeting and NOT a transcript of everything said or done. Minutes are a record of actions taken and the directors present who voted to take such action. Remember, note taking during the meeting may be discoverable in litigation and should be limited. Meeting Minutes

Secretarial Duties Content of discussions included in the minutes is the discretion of the Secretary; Notes taken by other members should be submitted to the Secretary for incorporation into the official minutes. Meeting Minutes

Secretarial Duties Noting Reports, Dissents, Approvals, etc.: Committee reports indicating an action is recommended should be incorporated into the minutes as an Appendix or Exhibit to that set of minutes, and physically attached to the minutes; Meeting Minutes

Secretarial Duties If a director identifies a conflict of interest and abstains or dissents vote, the name of the director and reason for the conflict of interest is to be identified in the minutes; The names of proposers and seconders of board/committee resolutions are generally omitted in the minutes; Meeting Minutes

Secretarial Duties When consensus is taken with no vote taken, the general phrase should read: “The directors concurred in…”, or “The directors expressed their approval of…”, or “The board approved …”, and follow with language in statement of the facts. Meeting Minutes

Secretarial Duties Reviewing the minutes is a necessity. Prior to the next board/committee meeting, the minutes should be disbursed, reviewed, and voted into approval as official records of business for the corporation. Until that time, the minutes are in draft form and are not official and are not to be disseminated to anyone other than the directors. Meeting Minutes

Secretarial Duties Unofficial minutes should be destroyed to ensure that only ONE final official records exists of the actions taken, but this practice should be adopted in the league By-Laws. Meeting Minutes

Secretarial Duties Storage in Minute Books and Meeting Files is ideal for most leagues and allows future directors easy access to minutes. Electronic storage of these items could be cumbersome and fatal. Meeting Minutes

Secretarial Duties Use of Minute Books is suggested by Little League Headquarters. Electronic indexing can be used simultaneously with Minutes Books to ease the search functions of past actions. This policy should be identified in your league By-Laws. Meeting Minutes

Secretarial Duties Register of Members must be based on the league’s Constitution in determining who is a member and who votes at the annual membership meeting. The Register of Members must be used during the annual membership meeting to verify voters. Only members included in the Secretary’s Register of Members are allowed to vote at the annual membership meeting. Register of Members

Secretarial Duties The league’s Constitution should state how absentee ballots should be handled and who is eligible for an absentee ballot. In most cases, the league Secretary will handle issuing and processing absentee ballots. Absentee Ballots

Secretarial Duties The league’s Constitution should state how much notice must be given for the annual membership meeting as well as Board of Directors and committee meetings. The league’s Constitution should include how notice must be given such as postal mail or electronic mail. Meeting Notification