Senior Manager, Corporate Secretary

Position Overview.

We seek an organized and detail-oriented individual to join our team as Sr. Manager, Corporate Secretary. The Corporate Secretary, under the supervision of the General Counsel, will work closely with a company’s board of directors, its Chief Executive Officer (CEO), and senior officers, providing information on corporate governance best practices and tailoring the board’s governance framework to fit the needs of the company and its directors, as well as the expectations of the organization’s members. The Corporate Secretary also will support the board in the carrying out of its fiduciary duties.

Core Competencies.

The core competencies and attributes the Corporate Secretary must have to be successful in the role include:

• A thorough understanding of the company’s business;
• Basic knowledge of corporate law;
• “Executive presence,” supported by solid communication skills;
• Sensitivity and intuition about what the CEO and directors are thinking and feeling;
• Ability to read signals on the horizon and provide early warning to management and the board;
• Ability to lead and work within a multi-disciplinary setting to achieve consensus;
• Perseverance in the face of challenges;
• Attention to detail;
• Flexibility and creativity; and
• Perspective and calm under pressure.

Core Responsibilities and Functions.

The following are the core responsibilities and functions the Corporate Secretary will be expected to complete:

• General Responsibilities:
  1. Managing and coordinating board and committee meeting logistics; attending meetings; and drafting minutes
  2. Serving as a liaison for directors, officers, executive, and members.
  3. Managing and/or directing the process and activities related to the annual meeting of members.
  4. Performing board portal administration and corporate policies management;
  5. Preparing board meeting and committee meeting agendas and materials.
  6. Preparing nominating committee meeting agendas and materials; proxy statement;
  7. Performing records management and other Corporate Secretary responsibilities as required or as assigned by the General Counsel.
  8. Ensuring compliance with laws, regulations, and policies.
  9. Anticipating and addressing a company’s governance needs, keeping the board current on trends and issues, periodically assessing the board’s structure and governance practices, and suggesting opportunities for the board to better perform its responsibilities
• Board and Committee Meetings:
  1. Scheduling:
     • Understand the obligations of the board and board committees, and ensure that the frequency, timing, and length of meetings are sufficient to carry out their responsibilities.
     • Understand and comply with meeting notice requirements and schedule meetings to maximize director attendance in the context of timing conflicts and other scheduling issues.
     • Work with IIA’s Executive Assistant and Events teams on meeting logistics including transportation, lodging, meeting sites, boardroom setup, supplies, technology (e.g., audio and video), security, and food and beverage.
  2. Agendas:
     • Create and manage an annual calendar of activities to ensure compliance with legal requirements, as well as compliance with the company’s own articles of incorporation, bylaws, corporate governance guidelines, committee charters, and other corporate governance documents.
     • Work closely with the CEO and other members of management, as well as the board chair, lead director, and/or committee chairs (as the case may be), in creating, maintaining, and updating the meeting agendas.
  3. Materials and Presentations:
     • Ensure materials are prepared, reviewed by all relevant members of management and board/committee leadership, and, when appropriate, securely disseminated via the board portal prior to the meeting.
     • The Corporate Secretary must consider the adequacy, consistency (with prior and subsequent documents), ease of use and accessibility, and quality of the materials.
     • The Corporate Secretary must ensure that draft documents are easily discerned from final versions are managed in accordance with the company’s record retention guidelines or policy.
     • The Corporate Secretary must also ensure that all users of the information understand how to keep the information secure and facilitate users’ compliance with the company’s record retention requirements.
  4. Documenting Meetings:
     • The Corporate Secretary will draft, distribute, and maintain minutes of board and committee meetings. The Corporate Secretary must have solid writing skills and an understanding of what to record, the level of detail to record, and sensitivity to issues that require special attention.
• Nominations. The Corporate Secretary will serve as the executive liaison to the nominating and governance committee, which includes preparing governance updates that are included in each director’s meeting materials; preparing nominee candidate profiles, facilitate and coordinate director onboarding, orientation, and education programs; prepare background materials for the annual board and committee evaluations; prepare draft director skills matrices.
• Advising Directors and Officers. The Corporate Secretary must be able to advise directors and officers on, and/or facilitate, a number of matters, including those related to: Board and board committee composition, Board and committee evaluations, CEO evaluations, Charitable contributions by, or to entities supported by, officers and directors, Communication between and among directors and officers, Corporate governance policies and practices, Director and officer fiduciary and other responsibilities, Director and officer orientation and onboarding, Director and officer recruitment and selection, Director and officer succession planning, Environmental, social, and governance disclosure, practices, and trends, Ongoing director and officer education and training, Potential conflicts of interest, Public and/media relations, Regulatory and legal requirements and compliance, Reputational risk factors, and Membership communications and engagement strategy.
• Annual Meeting of Members. Run, manage, and administer the annual meeting of members. Duties range from creating documents supporting the event, securing space for an in-person meeting, or recommending a virtual-only meeting format and associated virtual meeting platforms and service providers, ensuring adequate security, scripting, and engaging relevant members of the board and management, and ensuring that the membership vote is accurately and impartially tabulated, recorded, and disclosed. Other responsibilities include determining who has responsibility for each component of the annual meeting, which commonly involves coordination with representatives from some of or all the following internal disciplines and external service providers Board and committee leadership, Corporate security, Event planning, Facilities management, Finance, Graphics and layout designers, Information technology, Legal, Communications and/or membership personnel for script writing and/or question and answer, preparation and distribution of the proxy statement and notice of meeting.
• Corporate Records.
  1. The Corporate Secretary is responsible for maintaining and creating critical corporate records.
  2. The Corporate Secretary must understand what documents need to be created, the level of detail to be contained in the documents, whether the document requires further action, and whether it is consistent with prior records (in both substance and form), conflicts with corporate policies, creates concerns under existing agreements, results in a violation of law, or has tax implications.
  3. The Corporate Secretary is responsible for storing, maintaining, retrieving, certifying, and explaining corporate documents and for establishing and effecting a document retention policy for these records that includes the length of time records are to be retained, document security/safety, document back-up (hard copy and/or electronically), and access
• Compliance.
  1. Ensuring compliance with bylaws, corporate charters, and other governance documents.
  2. Ensuring compliance with committee charters and corporate governance guidelines.
  3. Developing and administering other corporate-wide policies and policy manuals intended to keep the company current with governance best practices.

Qualifications:

• A bachelor's degree in business administration or non-profit management, or a master's of business administration, or juris doctor is preferred, but equivalent work experience will be considered.
• A minimum of seven (7) years of experience in a similar role, preferably within a not-for-profit organization, professional association, or public company, but all corporate secretarial experience will be considered.
• Strong understanding of corporate governance principles. Experience working with not-for-profit laws is considered a plus.
• Excellent written and verbal communication skills, with the ability to interact professionally with board members, staff, and external stakeholders.
• Extremely detail-oriented and highly organized, able to manage multiple tasks and priorities.
• Proficiency in Microsoft Office Suite (Word, Excel, PowerPoint) and familiarity with board portal and management software (e.g., Board Vantage).
• Demonstrated ability to maintain confidentiality and exercise discretion when handling sensitive information.
• Strong problem-solving skills, with the ability to anticipate potential issues and develop proactive solutions.