Secretary role in a co-operative

The secretary is both the main administrative officer of the co-operative and the main point of contact between the co-operative and the public, or the Registrar.  As such, the secretary is accountable to the members of the co-operative.

A co-operative’s secretary has an expressed responsibility to ensure that the co-operative complies with statutory obligations.

The Co-operatives National Law requires that each co-operative has a secretary with clear responsibility for certain tasks. The general practical role of the secretary however, has not changed from the responsibilities under the Cooperatives Act 1999.

A number of factors are important when considering who can be appointed as secretary:

• the secretary must be an adult person who usually lives in Australia
• a secretary does not have to be a member of the co-operative
• a volunteer or employee may be appointed as secretary
• directors may have dual roles and be appointed as the secretary
• the role of secretary may be shared.  Tasks may be delegated with responsibility resting with the position holder.
Secretary appointments and removals are made by the co-operative’s Board of Directors.  The Board may also appoint a temporary secretary for a specific period, if the secretary is absent or incapacitated.

NOTE: Notice must be given to the Registrar within 28 days of the appointment or removal of a secretary.

Responsibilities

The Co-operatives National Law imposes a range of obligations on co-operatives.  The secretary is responsible and personally liable for any failure to comply with the following obligations:

• Registered office – a co-operative must have a registered office in Tasmania.  A notice must be publically and clearly displayed at the registered office identifying the premises. The Registrar must be notified of any change of address within 28 days
• Location of registers – directors must maintain a number of registers.  The secretary must ensure that each register is either kept at the:
  • co-operatives registered office
  • office at the principle place of business
  • office where the work is undertaken in maintaining the registers, or
  • another office as approved by the Registrar
• Notice of appointment or cessation – the Registrar must be notified of the appointment or cessation of any office bearer of the co-operative.  This includes the director, chief executive officer and secretary, as well as any change of address of said persons
• Obligation to keep financial records – a co-operative must keep and maintain financial records.  These records must accurately capture and explain the co-operatives transactions and performance.  This is to enable the production of financial statements
• Lodgement of annual returns– all applicable documentation and fees must be submitted to the Registrar by their relevant due dates.

In addition to the statutory duties, the secretary’s principle role is to support and advise the Board of Directors.  This includes providing guidance to directors concerning their duties and responsibilities as board members, and undertaking administrative tasks as required (such as arranging meetings, preparing documentation, taking minutes of board meetings, maintaining procedural records, and control the seal of the co-operative).

The co-operative’s rules may also provide for specific duties that the secretary may undertake.