Secretaries Role 2024

Secretary Role & Responsibilities

The Secretary

The position of Secretary of a credit union is a legal requirement and holds the position of ‘chief administration officer’ as far as the law and the regulator is concerned.  The Secretary is responsible for maintaining formal records, including Board meetings, members’ meetings and the members’ register.

The Secretary is usually appointed by the Board from its own number but the role can be undertaken by a paid employee.  If the latter is the case, the Board maintains ultimate responsibility for ensuring the role is carried out properly. When the role is carried out by an employee, the appointment is usually a Board appointment, as is the role of the Manager.  Whether paid or voluntary, the Secretary works closely with both the Chairperson and the Manager in ensuring communication with the members, the Board and the Regulator.

Responsibilities

The responsibilities of the Secretary are:

• Filing of returns to and communication with the Regulator
• Ensuring any periodic or statutory fees are paid
• Registration of any change to credit union rules
• Signing of official and statutory documents on behalf of the Board
• Maintaining the Members’ Register
• Maintaining a register of elected members
• Administering Board meetings and ensuring minutes are taken
• Maintaining the constitutional framework of the credit union
• Communication of the credit union’s identity and Objects
• Convening Annual Members’ Meetings and Special Meetings
• Overseeing all communication with credit union members
• Preparing the Annual Report to members

Attributes

A Secretary should be methodical with a good eye for detail; be well organised, with an orderly mind; bring objectivity to proceedings; work well with the Chairperson; have knowledge or experience of committee procedures; have knowledge and experience of governance issues and have knowledge and experience of the legal and regulatory framework.

The secretary has no Approved Persons’ Status within the credit union.

Induction and Training

The Secretary should be provided with an induction plan that enables him/her to gain an understanding of the specific responsibilities and develop the confidence and authority to carry out the role of Secretary.

The induction should included

• Main responsibilities
• Duties as a Secretary
• Ongoing issues
• Face to face meetings with key staff
• Meeting with former Secretary
• Update on organisational issues
• Regulatory and legal responsibilities
• Credit union rules
• Skills audit and ongoing training plan to include:
  • Credit union regulation
  • Public speaking regulatory and legal skills

On taking up the duties, the Secretary should have access to:

• Credit Union Governing Documents
• Business and Strategic Plan
• Code of Conduct/Behavioural Standards
• Organisational tree of committees and of staff structure
• PRA Rulebook and other regulatory guidelines

Legal and Regulatory responsibilities

The Secretary is responsible for any administering of legal and regulatory changes to the credit union and as such should ensure that he/she is fully aware of the legal and business status of the organisation.

Business profile

Credit unions are co-operative businesses, registered under the Co-operative and Community Benefit Societies Act 2014, previously the Industrial & Provident Societies Acts 1965-68..

A Co-operative and Community Benefit Society is an organisation conducting an industry, business or trade either as a co-operative for the benefit of the community, and which is registered under the Co-operative and Community Benefit Societies Act 2014.

Governing documents

The Secretary is responsible for registering and maintaining the governing documents of the credit union.  When a credit union is registered as a Co-operative and Community Benefit Society, it is provided with a certificate of registration which is attached to the registered rulebook.  This is the equivalent of a certificate of incorporation issued to a business registered under the Companies Act.  The rules of the credit union are its constitution and are equivalent to the Memorandum and Articles of Association.

On registration, the credit union is also given ‘limited liability status’. This means that the term ‘LTD’ is used in the credit union name and limits the liability of the lay directors.  Despite using the term ‘Ltd’ credit unions are NOT registered with Companies House.  The credit union must display a plate with its registered name at its registered address and a notice with its registered name at each place of business.

PRA/FCA

The Secretary of the credit union is the key post in communication with the PRA/FCA, any registration changes must be lodged and approved by them, these include changes to the rules, registered name or address, common bond, changes to directors etc.  The registered rulebook of the credit union forms its constitution and is the main governing document.  Any changes to rules registered with the Regulator, the registered copy will be sent to the credit union complete with registration certificate. The Secretary is also responsible for ensuring that all periodic fees are paid.

Members’ Register

It is easy to overlook the importance of maintaining an accurate members’ register whilst things are going well.  The Regulator would expect to see an up to date and accurate record of the credit union’s membership as a core factor in business control and risk management.

The details that must be retained are:

• Name and address
• The date membership commenced
• Membership number
• The date and balance of deposits when the membership ceased

The register may be stored electronically and must be kept in keeping with the requirements of the Data Protection Act.  The Act allows inspection of the register by members.  This is to allow members to communicate with other members for the purposes of calling an SGM. This means that they can, by appointment, inspect names, address and membership numbers ONLY, they cannot take a copy of the register away with them. (GDPR may change this)

Register of elected members

The Secretary is responsible for maintaining the Register of Elected Members, this should contain:

• Name
• Date Elected
• Office held
• Date due for re-election
• Date ceased office

Board Meetings and Administration

Whilst the Chairperson is responsible for the smooth running of the Board meeting, the Secretary is responsible for ensuring that the venue is arrange, all papers are sent out on time, the meeting is properly recorded an decisions are acted upon. In Caledonian CU the execution of these tasks is undertaken by a clerk to The Board who is an employee and also fulfils the role of Minute Secretary, a role that is purely for the purposes of recording the meeting and has no voting powers and should not participate in the discussions except to clarify what is to be recorded.  The Secretary works closely with the Manager in providing management reports to the Board and the general administration of meetings.

The Secretary ensures that all Directors and any other person attending Board meetings have signed a confidentiality agreement and understand the policy on conflicts of interest; this includes Manager and Clerk to the Board.

The Secretary’s role in the Board meeting

• Consult with the Chairperson and manager on the order of business for the meeting,
• Ensure that notice of the meeting is given 7 calendar days prior to date, that suitable accommodation is arranged and confirmed.
• Circulate to all members
  • Any paper to be discussed at the upcoming meeting 7 calendar days prior to meeting
  • Copy of the agenda 7 calendar days prior to meeting
  • Minutes of the previous meeting circulated within 7 calendar days of the meeting

At the Meeting

• Arrive in good time before the meeting with all relevant correspondence and business matters for that meeting in good order
• Ensure that all Management Information Reports are available for Board to view as presentations.
• Record names of those present, convey and record apologies received from those who are absent
• If minutes of previous meeting are approved obtain the Chairperson’s signature on them
• Report on actions or matters arising from the previous minutes.
• Ensure all correspondence is available for meeting and in good order
• Take notes of the meeting, recording key points and making sure that all decisions and proposals are accurately recorded: that all proposers and seconders are recorded. Ensure that action points are clear with name of person or group responsible for carrying them out as well as target date for completion.

After the meeting

• Prepare a draft of the minutes and consult with Chairperson and Manager for approval
• Send a reminder notice of each decision requiring action to the relevant person; this can be done by telephone, or by an ‘action list ‘with the relevant action for each person duly marked.
• Promptly send all correspondence as decided by the Board

The execution of the majority of these tasks is undertaken by the employed Clerk to The Board.

Annual General Meeting

The Secretary is responsible for convening the Annual Members’ Meeting.  The concept of democratic control is fundamental in a credit union and as such the Act, under which credit unions are registered as co-operatives, states that at least one members’ meeting should be held per year to present the audited accounts and elect officers of the credit union. 

Calling the meeting

The meeting must be held within 4 months of the credit union year end.  This is to ensure that accounts are approved in time for the Annual Return (CY) to be completed and returned by end February. The members should receive written notice of the annual meeting 21 days before the date of the meeting.  Notices may also be posted in credit union offices, collection points, website, and Facebook page. The notice gives the time, date and venue for the meeting.  The auditor must also be informed of the date of the meeting.  The fact that any particular member has not, for whatever reason, received notice of the meeting does not invalidate the meeting or any of its proceedings.

Chairperson

The meeting is normally chaired by the Chairperson of Caledonian CU, in his/her absence the vice chair would preside, and if neither is present, then the Board should elect one of its numbers to chair the meeting.  The chair of the meeting does not vote unless a casting vote is required.

Agenda

The agenda of the AGM is:

• International Prayer of Credit Union
• Ascertain whether quorate
• Minutes of the previous AGM to read and approved
• Report from Committee
• Report from the Treasury
• Treasurer’s comments
• Report from Auditor
• Vote to accept proposed dividend
• Appointment of Auditor for new financial year
• Report from Money Laundering Officer
• Report from Internal Audit
• Election of Committee members
• Re-election of Board Members
• Appointment of new Board Members
• Annual Membership Fee
• Regulatory Compliance

a)         Depositor Protection

b)         Policy of Insurance

• AOCB

Quorum

The quorum of the meeting is the number of members eligible to vote required at the meeting to enable the meeting to go ahead. The quorum for Caledonian CU annual general meeting is 15 members.  The Chair should allow 30 minutes after the planned start time of the meeting to establish a quorum.  If no quorum is reached, the Chair should adjourn the meeting to a later date (within 30 days).  The business of THAT meeting may go ahead, regardless of whether a quorum is reached.

If a meeting has started and is then adjourned for any valid reason, the rules concerning notice, quorum etc. apply to the adjourned meeting that meeting should pick up on the agenda where the original meeting stopped and no new business can be added to the agenda.  If a member leaves the meeting whilst business is still going on, the quorum is not affected.

Voting

Credit union democracy is on the basis of ‘one member one vote’ and as such any fully paid up member of the credit union is entitled to attend and vote at the annual general meeting.  The Board of Caledonian CU may ask for the member to bring his/her account statement to the meeting, as proof of membership.  Votes for motions are done by show of hands and elections by secret ballot.  Current rules do not allow members to vote by proxy but postal voting is allowed.  In any case the I&P Act does not allow proxy voting for Special General Meetings or motions to transfer engagements.  Postal voting can be a good method of involving more members in decisions but can be expensive and also difficult in the case of motions as its limits the scope for discussions and amendments.

Election of the Board and Board Committees

All officers of Caledonian CU are elected at the Annual General Meeting for a period of 3 years, at the first Board meeting of the newly elected Board it will elect from its own number the Chairperson, Secretary and Treasurer plus any deputies or other roles.

Nominations

All nominations for election to any office within Caledonian CU must be members over the age of 18.  Nominations must be in writing and signed by a proposer and seconder who are also members of Caledonian CU; and also signed by the nominee.  Nominations must be received at least 3 days before the date of the meeting.  If by the time the meeting commences, there are still vacancies remaining, the Chair can call for nominations from the floor, the nominee must agree and the nomination must also be seconded from the floor.

Prior to the AGM, Caledonian CU can opt to appoint a Nomination Committee of not less than three members of Caledonian CU, who would ascertain the number of vacant posts, attempt to find suitable candidates for election and establish any nominee’s eligibility in respect of approved persons status.  The Board can also delegate the application for approved persons to this committee.

Annual Report and Audited Accounts

Caledonian CU is required to report its audited accounts and performance to members.

Once the financial statements have been approved and signed off by the auditor, they should be published and distributed to members at the AGM.   

Caledonian CU will also report on performance and governance by giving a directors’ report, treasurer’s report,  internal audit report, loan committee report.  These reports will be combined with the financial statements into one Annual Report which will be distributed at the AGM, will be added to the website, and made available for information and marketing purposes to partners and stakeholders such as West Lothian Council and funders.

Sample structure for Annual Report

The Secretary – A checklist

• The Secretary of Caledonian CU undertakes the position of ‘Chief Administration Officer’ and maintains all formal records.
• He/She is responsible for maintaining confidentiality and data protection, particularly in regard to personal records and Board papers.
• The Secretary is appointed by the Board from its own number or a paid employee can be appointed to the role but the authority lies with the Board.  A paid employee can undertake the tasks assigned to the role of the Secretary.
• Caledonian CU must maintain a Register of Members that includes a register of elected members.
• Whilst the Chair is responsible for the smooth running of the Board meeting, the Secretary is responsible for ensuring that the venue is arranged, all papers are sent out on time, the meeting is properly recorded and decisions are acted upon.
• The Secretary convenes the AGM of members
• Code of Governance recommends that all credit unions produce an annual report.