A Corporate Secretary is required by state corporation laws for every corporation. Individual corporate by-laws set forth the powers and duties of the Corporate Secretary. A key responsibility of the Corporate Secretary is to ensure that Board members have the proper advice and resources for discharging their fiduciary duties to shareholders under state law. A Corporate Secretary is responsible for ensuring that the records, or minutes of the Board's actions during a Board meeting, reflect the proper exercise of those fiduciary duties.
While the duty of recording accurate and sufficient documentation to meet legal requirements (record management) is of primary importance, the Corporate Secretary is also a confidante and resource to the Board and senior management, providing advice and counsel on board responsibilities and logistics. In recent years the Corporate Secretary has emerged as a senior, strategic-level corporate officer who plays a leading role in the company's corporate governance.