Also known as: secretaries · secretarius · Secretariat · corporate secretary · secretarial
Written by attorneys · grounded in primary & secondary sources — see below
An officer responsible for maintaining minutes of meetings and records of actions taken by a board of directors, board committees, and shareholders. The officer also receives written notices such as director resignations and ensures official corporate records are complete and accessible.
Elena Vargas serves as corporate secretary. After the audit committee approves a new policy, she records the action in the official minutes. The minutes are later produced in discovery and accepted as the corporation's official record of the decision.
Board member Thomas Reed delivers a signed resignation letter to corporate secretary Maria Lopez. Lopez files the notice with the board minutes and updates the stock ledger. The resignation becomes effective upon delivery to the secretary.
Shareholders of Apex Corp. act by written consent to elect new directors. Corporate secretary David Kim receives the consents, verifies signatures, and places them in the corporate minute book. The consents are treated as valid board action.
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Corporate secretary Lisa Chen compiles board resolutions and committee reports for the annual shareholders meeting. She certifies the records as complete before filing with the secretary of state. The certified records satisfy state filing requirements.
Shareholder Nora Patel requests inspection of board minutes. Corporate secretary Samuel Ortiz confirms the request is proper and produces the records within the statutory period. The court later finds the secretary's compliance timely and complete.
The compensation committee approves an executive bonus by unanimous written consent. Corporate secretary Rachel Soto receives the consents, records the action, and distributes copies to the board. The action is treated as duly authorized.
Yes. Corporate law requires a corporation to maintain minutes of all meetings of the board and board committees as well as records of actions taken without a meeting. Failure to keep committee minutes violates the recordkeeping obligation.
A director resigns by delivering written notice to the board, its chair, or the corporate secretary. Delivery to another employee such as a human resources director does not satisfy the statute.
Yes. The default rule permits the board to fix director compensation unless the articles or bylaws provide otherwise. The corporate secretary's confirmation that the governing documents are silent supports board authority.
Yes. An email stating resignation and addressed to the corporate secretary constitutes written notice delivered to a statutorily authorized recipient. No wet signature or hand delivery is required.
…Judges: Chief Justice Marshall Syllabus The Supreme Court of the United States has not power to issue a mandamus to a Secretary of State of the United States, it being an exercise of original jurisdiction not warranted by the Constitution. Congress have not power to give original jurisdiction to the Supreme Court in…