Is a Secretary important?

How important is the Secretary of a corporation?

I don't mean the really important one, the secretary. You know, the one who really keeps the office running.

I mean the Secretary - the corporate officer appointed by the Board of Directors to perform the duties outlined in the By-Laws of the corporation. It is an essential position. It is one without which a corporation cannot do. It is a position that should not be left unfilled.

The Secretary is the keeper of official corporate paperwork - the Articles of Incorporation, the By-Laws, the Minutes, the Seal. The Secretary attests to the President's signature on official documents.

For most of last year the Woodstock Chamber of Commerce conducted business without a Secretary. And currently there is no Secretary listed among the Chamber officers as shown on the Chamber's website.

Why didn't the Board fill that position last year? Did the Executive Director remind the Board that it needed to fill the position? Why wasn't that position filled when officers were appointed or elected earlier this year?

If I remember correctly from reading the By-Laws several years ago, the Secretary and the Treasurer positions cannot be filled by ex-officio members of the Chamber. Those positions have to be filled by regular members.

Currently, an ex-officio member of the Board serves as Treasurer. I'm sure he is well qualified and is doing the job correctly. The problem is that the By-Laws don't allow for him to serve in that capacity, unless they have been changed in the past 4-5 years.

Have all the Board members read the Articles of Incorporation and the By-Laws? If not, they should.