Board Secretary to the JCSF Board of Directors Position Description
Email current JCSF Secretary Jene Spurgin a cover letter, resume and completed application by Friday October 15, 2021 at jene.spurgin@jcsfoundation.org
General Responsibilities
The Secretary is responsible for ensuring (see Note 1) 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.
Accountability
The Secretary is accountable to the Board of Directors as specified in the bylaws. Through the Board of Directors, certain duties of the Secretary may be delegated to the Board members and/or committees as appropriate; however, the accountability for them remains with the Secretary.
Skill Requirements
Proficient in Microsoft Office Suite
Administrative Support Skills
Strong verbal and written communication Skills
Excellent organizational and multitasking Abilities
Event Planning Experience
Ability to Work Independently without Supervision
Corporate Secretary Experience (A Plus)
Time Commitment
Attendance at 2 evening meetings a month (except in July and December)
Attendance for Golf Outing Day & typically one additional fundraiser per year
Attendance at scholarship interviews, special photo-opportunities & presentations of grant fulfillment & scholarships
Flex hours for all other duties (approximately 10 to 20 hours a week)
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:
· Organizes board meetings
· Provides notice to board members about upcoming meetings including meeting materials for pre-reading
· Prepares meeting agendas
· Prepares meeting minutes and maintains meeting records, specifically:
o Date, time, location of meeting
o List of those present and absent
o List of items discussed
o list of reports presented
o Ensures the records of the board’s actions reflect the proper exercise of fiduciary duties (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. These records may include:
· Founding documents, (e.g., letters patent, articles of incorporation, bylaws)
· Lists of directors with contact information and term limits
· Board meeting minutes
· Financial reports (in conjunction with Board Treasurer)
· Donor reports
· Other official records
Membership Records
The Secretary ensures that official records are maintained of members of the organization and Board. The Secretary ensures that these records are available when required for reports, elections, referenda, other votes, etc.
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. The Secretary manages the general correspondence of the Board of Directors except for such correspondence assigned to others. This would include, but not be limited to:
· Foundation events Schlenker Scholarship Committee meetings
· Grant Funding Committee meetings
Meetings
The Secretary participates in Board meetings as a non-voting member. The Secretary provides items for the agenda as appropriate. In the absence of the President (and Vice-President, if the position exists), the Secretary calls the meeting to order, presiding until a temporary chairperson is elected. The secretary records meeting minutes as described above. The Secretary may perform these duties for Member meetings (e.g., Monthly General Meetings) and/or for an executive/sub-committee meeting.
Signing Officer
The Secretary may be designated by the Board of Directors and/or bylaws as one of the signing officers for certain documents. In this capacity, the Secretary may be authorized or required to sign or countersign checks, correspondence, applications, reports, contracts or other documents on behalf of organization.
Filing of Documents
The Secretary may be the registered agent with respect to the laws of the jurisdiction; the person upon whom legal notice to the corporation is served, and responsible for ensuring that documents necessary to maintain the corporation are filed.
Duties as Assigned
The Secretary may fulfill other roles as duly agreed upon with the Board of Directors. This may include, but not be limited to:
· Project management and execution of Foundation fundraising and special events (e.g. Golf Outing, Dragon Fest, etc.) including:
- development and expense tracking
- Facility coordination
- Food and beverage coordination
- Coordinate attendee communications and oversee process to ensure on-time delivery
- Coordinate attendee lists
- Track attendee registration/attendance
- Manage timeline and schedules
· Coordinate Foundation programs (e.g. Classroom Grant process, Schlenker Scholarship process, Weiss Award, process, etc.)
· Coordinates payment of Foundation expenses and deposits of all Foundation funds pursuant to Financial Controls Policy
· Maintain donor database; prepares donor reports as needed; prepares year-end donor receipt letters
· Assist with Foundation public relations and marketing as needed.
· Assist with donor recognition
Note 1
This entire 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).