Duties and Responsibilities
Introduction: The Position of Secretary-ManagerThe position of Secretary-Manager can be held by either:
- An employee who is appointed by the Board or Management Committee; or
- An elected representative of the members.
The use of the word "Secretary" in the title should indicate that the person holds a position notifiable to the Department of Consumer Affairs (for club's incorporated under the Associations Incorporation Act).
Directors and Management Committee members are charged with the governance of the incorporated entity, whereas the Secretary-Manager's position is that of:
- Chief Administrative Officer; and/or
- Chief Operating Officer.
In this context, the Secretary-Manager is an officer of the incorporated entity and consequently has duties and responsibilities akin to those of Directors and Management Committee members.
How Do These Duties Arise?As with Directors and Management Committee members, the responsibilities of Secretary-Managers arise from two main areas:
- Common law; and
- Statute law.
Examples of statute law are the Corporations Law, the Associations Incorporation Law and acts relating to taxation, revenue, employment, and occupational safety and health.
The common law and statute law are applicable to Secretary-Managers irrespective of whether they are paid or unpaid (honorary).
Breaches by Secretary-Managers of their duties under the common law and statute law may result in personal liability to various parties, including the corporation concerned, for the loss sustained by those parties as a result of the breach.
Common Law DutiesAgain, as with Directors and Management Committee members, the common law duties of Secretary-Managers can be summarised as follows:
- To act honestly.
- To exercise reasonable care and skill.
- To be diligent.
- To fulfill fiduciary duties. These are legal and equitable duties that arise from the special position in which Secretary-Managers are placed, as elected representatives or employees.
Examples of fiduciary duties are:
- To act in good faith and in the interests of the incorporated body as a whole.
- To exercise their powers for the purposes for which they were given.
- To avoid any conflicts of interest.
Breaches of common law duties expose Secretary-Managers to the potential for damages claims made by the incorporated entity and/or certain other parties, including members of the incorporated entity.
Scope of Authority of Secretary-ManagersIn terms of the general scope of authority, the Secretary-Manager will be required to do the following:
- Carry out the functions of Chief Administrative Officer/Operating Officer of the corporation, subject at all times to the limits of the law and the lawful direction of the Board.
- Possess a clear understanding of the club's constitution (Memorandum and Articles, or Rules).
- Ensure the establishment and proper maintenance of necessary registers required to be kept by the Associations Incorporation Act, or any other statute.
- Ensure the lodging of all returns (financial and otherwise) with the regulatory authorities.
- Organise and attend meetings of members and Directors including dispatch of notices, preparation of agenda and compilation of Minutes.
- Possess a good working knowledge of meeting procedure in order to advise the President or Chairman if the need arises.
- Act as the custodian of the club's seal and seal practice.
- Establish Board-approval procedures relating to banking, safe custody of documents and other administrative functions.
The foregoing is not an exhaustive list, but is meant to act as a guide to the important operational responsibilities of the Secretary-Manager. Each situation will be different and should be analysed accordingly.
Employment Contracts and Position DescriptionWell drafted employment contracts should include a concise position description with a clear understanding of the limits of the Secretary-Managers' authority to manage the incorporated entity and enter into commitments on its behalf.
Secretary-Managers should ensure that their contracts stipulate that, whilst they are accountable to the Board, they are answerable on a day-to-day basis to a nominated Board member, usually the President. This may avoid the possibility of conflicting instructions.