Secretary

The secretary

The secretary is a trustee with a specific role on the board. The secretary is elected or appointed to this role as set out in the charity’s governing document.

The trustee appointed or elected to be secretary can only take on specific duties if they have been authorised to do so. This authorisation might be set out in the governing document or related procedure, or agreed by the other trustees in a role description or some other document.

The role of secretary varies significantly from charity to charity:

• In large charities it is common for many secretarial duties (eg organising and minuting board meetings) to be undertaken by employees. In this case, the honorary secretary’s only role might be to take minutes of confidential sections of meetings where employees are not present.
• In small charities, the honorary secretary might take on a number of administrative duties to support the board – one of the most important being to take minutes of board meetings. 

The Honorary Secretary is different from the Company Secretary.

Company secretary

Many companies limited by guarantee appoint a company secretary. 

The company secretary’s role is generally to ensure that the charity complies with the requirements of company law. 

Company secretaries may also execute legal documents for the charity of authorised by the board.

It is no longer a legal requirement to appoint a company secretary unless the governing document specifically requires one. However, charitable companies can consider amending their governing document to remove the requirement.

In charitable companies employing staff, the role of company secretary is commonly assigned to a member of staff. 

Where there is a Company Secretary, it might not be necessary to appoint an Honorary Secretary.