New board secretary: what the job involves

The board secretary makes sure the board's decisions are recorded and can be found later. In practice that is three jobs: sending notice of meetings, keeping the minutes, and looking after the corporate records. Your bylaws list the exact duties, so read that section first.

Your first week

Ask the outgoing secretary or the executive director for:

• The bylaws and articles of incorporation, with every amendment
• Approved minutes for at least the last two years
• The current roster, with each director's term start and end
• The board's policies, including conflict of interest and document retention
• Any written consents the board signed between meetings
• Logins or folder access for wherever all of this is kept

One customer described their documents as "all over the place," some on board members' laptops and in several versions. If that is what you inherit, your first project is one folder that holds the current version of each thing.

Before each meeting

• Send notice the way your bylaws require, and by the deadline they set.
• Work out the agenda with the chair and the executive director.
• Send the packet a week ahead. Our six-week timeline has the full sequence.
• Count RSVPs against the quorum. If you don't know your number, see what a quorum is.

At the meeting

• Record who is present and that there is a quorum.
• Write down the exact wording of each motion, who moved it, and the vote.
• Note abstentions, recusals and votes against.
• Capture each action item with one owner and a date.

You don't need to write down who said what. Minutes record what the board did. What to leave out has a before-and-after example.

After the meeting

• Draft the minutes within a week, or review the draft if a staff member writes it, and send them to the chair.
• Send each action item to its owner.
• File any documents the board approved.
• At the next meeting the board approves the minutes. Who approves board minutes explains how that works.

Through the year

• Track when each director's term ends, and tell the chair a few months ahead.
• Collect conflict-of-interest disclosures once a year.
• Know the filing dates. Form 990 is due on the 15th day of the fifth month after the fiscal year ends, and your state may want an annual report too.
• When the board acts by written consent, file the consents with the minutes.

Handing over

Leave your successor what you wish you had been given: one place with the bylaws, the minutes, the roster and the calendar, and a page explaining where everything is.

How Karma Compass helps

A nonprofit leader told us that nonprofits often don't know what they don't know. On the Pro plan, playbooks in Karma Compass check for the things a new secretary can't see yet, such as board terms about to end, missing conflict-of-interest forms and minutes still waiting for approval. Compass also drafts the minutes from your notes.

On every plan, the minutes, votes and documents sit in one place, and directors reach them from links in their email.

See what each plan includes

Source

• Instructions for Form 990: the IRS on when the return is due. Read 12 November 2026.