[officereachnola]

I work at a new non-profit and am trying to create a manual for the Board of Directors. In terms of Board officers, do we have to elect a Board secretary?

[AK lawyer]

The NPC was created under the laws of which state? One would have to examine the corporations statute of that state to give you an accurate answer.

Normally a BOD has an elected secretary. Why does it matter?

[officereachnola]

Our board is a bit reticent to change- there is no secretary as of yet, I think that it is mandatory, though I have no proof if that yet. I'm in Louisiana.

[AK lawyer]

Our board is a bit reticent to change- there is no secretary as of yet, I think that it is mandatory, though I have no proof if that yet. I'm in Louisiana.

Yes, the Louisiana non-profit corporation statute requires a secretary.

§225. Officers and agents

A.(1) The board of directors shall elect a president, a secretary and a treasurer, and may elect one or more vice presidents.
...

RS 12:225 — Officers and agents - Louisiana RS 12:225 — Officers and agents - Louisiana Code :: Justia

You do understand, I hope, that while a corporate secretary has a few statutorily prescribed duties, this doesn't mean that other people cannot do other things which you might suppose a "secretary" would do. It's a corporate office, not a typing, filing, shorthand, receptionist job description. So I still don't understand the problem you seem to be having. The "Secretary" of the corporation would sign the minutes and be the official custodian of the corporate records. Someone else could do a whole host of other things (including creating a manual for board members).

[officereachnola]

I'm new to the organization and the operation of the board and the ED hasn't given me a clear answer as to why the board isn't looking to moving past the "hey, we're a Board" phase. Thank you for your help; the statute will go a long way in convincing the board.