Corporate Secretary

Job Title: Corporate Secretary

Job Summary:

The corporate secretary is tasked with supporting compliance with meeting notice requirements and setting a schedule that accommodates directors. The corporate secretary must also support logistics for an adequate number of meetings and ample time to conduct the meetings, while taking into consideration the schedules and obligations of the board members and coordinate the corporate election process and shareholder annual meeting within compliance of corporate bylaws, articles of incorporation, and regulations set by the governing bodies outside the corporation. The corporate secretary’s duty is to guarantee that the board of directors handle all business matters with integrity and accuracy.
This opportunity will be located onsite in our Juneau, Alaska office.

Duties/Responsibilities:

• The corporate secretary is the point of contact for the chair or meeting facilitator and engages daily with the board of directors.
• The corporate secretary Is responsible for convening and providing administration for annual board and committee meetings, producing agendas, taking minutes, conveying decisions and handling meeting correspondence.
• Responsible for assuring the corporation stays in compliance with both regulatory and statutory requirements while also executing all of the decisions, resolutions and changes put forth by the corporation's board of directors.
• Responsible for: convening and providing administration for shareholder annual meetings providing all necessary timely execution for planning and coordination of the event.
• Responsible for updating information and execution of the annual election material such as but not limited to the corporate proxy statement and proxy card. Ensure that an annual contract is secured for the Inspectors of Election required at each annual meeting.
• Responsible for updating information and execution of the annual board nomination packet.
• Responsible for updating information and execution of the board youth advisor application.
• Communicate regularly with the VP of Administration, HR, Investor Relations, Accounting, Legal Compliance, the board chair, and others in setting up a comprehensive agenda. When preparing the agenda, reports, or other materials for the meeting, the corporate secretary must consider delivery, security, and retention.
• The corporate secretary may send hard copies or send materials electronically in keeping with company policy. Drafts should be marked as such and disposed of in accordance with the company’s guidelines. It’s also the position’s responsibility to inform board members of how to maintain the documents in a secure, confidential manner. The materials should be presented in a manner that does not subject the company to legal liability.
• The corporate secretary ensures that meeting materials are compliant with respect to corporate, legal, and regulatory conduct of meeting inside and outside of the meeting.
• Committees meet separately from the board. Generally, the board assigns an executive point person to each committee. Other duties that the corporate secretary may perform include: adding written governance updates in each board mailing, preparing director orientation materials, arranging education programs, preparing background materials for the annual board and committee evaluations, maintain and update corporate records relating to directors’ terms and compensation.
• The corporate secretary will be the liaison for director search firms, preparing draft director skill matrixes, reviewing board independence and potential conflicts of interest, and conducting committee charter compliance audits.
• The corporate secretary’s office/position’s primary job during board meetings is to take the minutes of meetings with assistance from the deputy corporate secretary. Minutes should be taken in a manner so that they require greater accountability and disclosure without placing legal liability upon the organization. The role needs to have a solid understanding of what items to record and how detailed those items should be.
• The responsibilities of the role are both specific and varied. They should be customized according to the company’s by-laws and needs. The corporate secretary should have an in-depth understanding of the total governance process and legal principles and should use that information in communicating with board members.
• The position ensures that onboarding of new directors is handled promptly and efficiently by providing updated materials and resources to ensure awareness of their legal duties and liabilities.
• Performs other duties as assigned.

Required Skills/Abilities:

• Proven experience supporting board of director meetings.
• Familiarity with Robert’s Rules of Order.
• Integrity skills. The corporation relies on the corporate secretary as a reliable person who ensures a clear governance structure and adherence to federal laws.
• Objectivity skills. The ability to keep an objective perspective is a crucial skill as corporate secretaries are the intermediary between the board of directors and management.
• Broadly applied software including corporate secretary software and board portal software.
• Excellent verbal and written communication skills.
• Excellent interpersonal and customer service skills.
• Excellent organizational skills and attention to detail is a must.
• Excellent time management skills with a proven ability to meet deadlines.
• Strong analytical and problem-solving skills.
• Ability to prioritize tasks and to delegate them when appropriate.
• Ability to function well in a high-paced and at times stressful environment.
• Proficient with Microsoft Office Suite or related software.

Education and Experience:

• Prefer bachelor’s degree in business administration.
• Prefer certification/training from the Society of Corporate Secretaries and Governance Professionals
• Experience with [example: Alaska Native Corporations, generally accepted Board conduct guidelines]

Working Conditions:

The physical and work environment characteristics described here are representative of those that must be met by an employee to successfully perform the essential functions of this job. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions.

Physical Demands:

• While performing the duties of this job, the employee is required to walk, use hands to finger, handle objects, tools, or controls; reach with hands and arms; balance; stoop; bending or crouching; talk or hear. Specific vision abilities required by the job include close vision, distance vision, color vision, peripheral vision, depth perception, and the ability to adjust focus.
• Some lifting of files, opening cabinets.
• Bending or standing as necessary.
• Prolonged periods sitting at a desk and working on a computer.
• Must be able to lift up to 25 pounds at times.

Work Environment:

Position is sedentary with prolonged periods of standing, bending, sitting, and kneeling.
This description is not intended to be, nor should it be construed as an all-inclusive list of responsibilities, skills or working conditions associated with the position. It is intended to accurately reflect the activities and requirements of the position, but duties may be added, deleted, or modified, as necessary. This description does not constitute a written or implied contract of employment.

Review the Benefits associated with this position: https://www.sealaska.com/benefits/
Salary Range: $100,000.00 - $150,000.00

Travel: Yes

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