It is important to be clear on the distinction between the role of Secretary (Honorary Secretary) and the role of Company Secretary and whether you have a need for both.

Secretary (Honorary Secretary)

The Secretary is a member of the Board with a specific role and specific duties.  The Secretary can only take on the specific duties if they have been authorised to do so in the same way as the role of a Treasurer, through the governing document or a role description or code of conduct.

The role of a Secretary varies depending on the size of the organisation and the infrustruture supporting the role. 

In large organisations it is common for the administration and secretarial duties (such as organising Board meetings and preparing minutes from the meetings) to be undertaken by employees.  In this situation the Honorary Secretary's only role may be to take minutes of confidential sections of the meetings where employees are not present.

In small organisations the Secretary might take on more administrative duties to support the Board - such as taking minutes at Board meetings.

Typically organisations that are large enough to have paid staff usually have a Company Secretary to deliver the administraitve function for the Board and it is not always necessary in this event to have a Secretary (Honorary Secretary).

Company secretary

Many companies limited by guarantee appoint a Company Secretary.  It is interesting to note that the Companies Act 2006 no longer legally requires organisations to have a Company Secretary, only if the company is publicly listed or the governing documents of a organisation state that one must be appointed, does an organisation legally have to appoint one.  However in reality most organisations find the role useful and choose to appoint one.

The Company Secretary’s role is generally to ensure that the organisation complies with the requirements of company law but the role can be definied into three key areas:

• Responsibilities to the Board (such as scheduling meetings, taking minutes)
• Responsibilities to the Company (such as maintaining Companies House and updating public records by law)
• Responsibilities to stakeholders (this will include scheduling AGMs and other meetings where stakeholder and member approval is required)

Further details of duties carried out by the Company Secretary can accessed through the links below.