Governance Best Practices

Company Secretary Not-For-Profit Boards: Key Figure in Good Governance

Governance is now a critical area of ​​reference for not-for-profit organizations in Australia and New Zealand. The company secretary is the key figure in good governance, as the New Zealand Institute of Directors points out.

Is your charity effective, or just busy? Without clear frameworks for planning and accountability, it is not possible to have the most important conversations, “the Institute warns.

In Australia, we must meet a set of official governance standards, a set of core, minimum standards that deal with how they are going (including their processes, activities and relationships) – their governance, as the Australian Charities and Not-For-Profits Commission explains in its guidance . The Standards require charities to remain charitable, operate lawfully and in an accountable and responsible manner. It is up to the company secretary to work with the board. To ensure the charity always meet at least minimum standards of governance, or, best, best-practice governance.

It is the company’s secretary role to demonstrate that the charity can articulate. Taking into account factors as its size, purpose and activities. For example, a larger charity or one with vulnerable beneficiaries may need to take extra steps to comply.

Similarly, the New Zealand Institute of Directors emphasizes the role of the charity secretary in managing communications, compliance and organizational matters for the chairman and the board.

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The Company Secretary is the Governance Professional

The Charity Secretary’s overall role includes secretarial duties such as organizing board meetings, taking the minutes, managing correspondence, managing updates and background information required by the board of trustees, keeping records of membership, and other similar administrative responsibilities.

But the Trustees must rely on the Charity Secretary for help in ways that go beyond the duties of a private company secretary, as the Australian Institute of Directors notes.

The secretary position has wide-ranging responsibilities, requiring much more than just being present at all board meetings. He or she is an active conduit for communication with responsibilities for agendas, records, compliance and much more. The secretary should be knowledgeable in the organization’s records and related materials. Providing advice and resources on the board on topics such as governance issues, amendments to the state laws, and the like. That will assist them in fulfilling their fiduciary duties, “the Institute continues.

Elaine Long, Group General Counsel of the Australian Charity, The Benevolent Society, “explains further:

“I am a career law and governance professional with a specialist skill set relevant to charities, not-for-profit and for-purpose organizations. I am experienced in collaborating with Boards and Executive teams to advance organizational goals through good governance, strategy and policy. The organization and pride in the organization of legal and legal frameworks for the purpose of organization and pride in the context of legal and regulatory frameworks. My focus is on establishing good, sustainable corporate governance and legal frameworks, and I am committed to contributing and adding value to the sector through education, lawyer and advocacy. I am a trusted advisor to the sector and hold a portfolio of professional,

It’s clear from Elaine Long’s description of the secretary’s work to do the charity’s mandate as set forth in the organization’s governing document. This means gaining a full understanding of the charity’s purpose and operations, as well as being able to evaluate the charity’s impact.

Three Tips for Charity Secretaries

  1. Work to keep the trustees on track. This can be difficult when new trustees arrive. The Charity Secretary should have on-boarding materials ready and arrange with other board members to get the new trustees on the same page.
  2. Make plans for board meetings well in advance, and have them approved by all trustees. These materials are safe and up to date. Ensure the program of meetings allows for directors’ discussion – both formal and informal. Discuss important matters with the directors in advance of the board meeting, this helps the board’s readiness to make decisions at board meetings.
  3. Ensure that the relevant governance guidance is available. Provide trustees with any additional information necessary to facilitate decision-making. This includes informing them of their powers and duties under the terms of the governing document.

Minutes that carefully reflect board meetings are a legal obligation in both Australia and New Zealand. The charity secretary should take care of all relevant material. Equally important, a clear list of votes in each case.

An electronic board portal makes the minutes easy and secure.

Diligent Governance Cloud – The tools to support Charity Secretaries

Diligent Minutes is a critical component of Governance Cloud, Diligent’s ecosystem of integrated digitised tools that allows for end-to-end governance. Minute-taking is mandatory for board meetings, but the process is usually manual, insecure or both. Minutes is a board meeting minute-taking and action management solution built into the Diligent Board Administrator Client.

The Minutes tool provides a tailored solution that uses the data already in Diligent Boards ™ to make minute-taking easy. Meeting dates, lists of attendees and meeting topics are added to the minutes document automatically. Action items can be added with just a few clicks, and assigned and monitored during or after the meeting. When the minutes are completed, they can be considered as “Diligent Boards meeting book for discussion and approval by your board of directors”.

Diligent Boards  moves all the agendas, documents, annotations and discussions of board meetings into an intuitive, secure portal. Beyond digital board books, managing the full scope of a board’s moving parts – committees, contacts, voting, reporting and more.

Administrators want to find much to love as well. Charged with a mission to build the best board meeting software,

  • Drag-and-drop book building
  • Consolidated management of contacts, calendars and meeting logistics
  • Questionnaires with analysis tools that adapt easily to reporting needs
  • Permissions for data access can be customized down to the document user level
  • Remote locking if a device has been lost or compromised.

To find out more contact us

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