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3. Corporate RecordsWhen working with corporate records, the Corporate Secretary must know what documents and records need to be created and what matters they should, or should not, contain. It is the Corporate Secretary who needs to consider "Are the proper delegations of authority in place?" "How should this be recorded in the minutes (or should it)?" "Does this action conflict with or supersede a prior action or policy?", etc. With respect to record maintenance, the Corporate Secretary must assure not only that records are filed and protected and, where applicable, indexed and kept up-to-date, but also that they are accessible. A considerable amount of a Corporate Secretary's time is spent organizing, retrieving, explaining and certifying corporate documents. In addition, the Corporate Secretary is often required to certify officer signatures, affix the corporate seal to various corporate documents, and attest to their legitimacy. The Corporate Secretary must also assure that important corporate records are retained in accordance with applicable law and sound business practice. As a senior corporate officer, the Corporate Secretary must execute a significant number of documents on behalf of the corporation, and may have liability for the matters contained therein. The Secretary must therefore understand the significance and substance of a wide variety of matters, and may need to develop procedures to assure the accuracy of many different types of documents. The Corporate Secretary may also be Secretary to the corporation's subsidiaries, and be responsible for their corporate records. In corporations with a large number of subsidiaries, managing these records adds a great deal of complexity to the job. Go back to intro - The Corporate Secretary - Duties and Responsibilities
Society of Corporate Secretaries and Governance Professionals membership
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