Guidelines for TIAA Secretary as of 9/10/2020

by | Mar 16, 2013

This policy will be revised when needed and reviewed in detail at least annually by the TIAA Secretary for consistency between policy and current practice.

Overview

The Secretary shall have custody of TIAA's Certificate of Formation, Bylaws, insurance policies and all other official records and documents of TIAA, shall keep an accurate record of the meetings and activities of TIAA and of the Board of Directors, and shall transmit same to their successor. They shall have charge of all official correspondence issued by the President and the Board of Directors. The Secretary shall also have responsibility for sending Board membership and Registered Agent updates to the Texas Secretary of State.

 

Specifics for the TIAA Secretary

  • Attend all TIAA Board of Directors meetings, Leadership Team meetings and the TIAA Annual Business Meeting.  If you cannot attend, arrange for a replacement, such as the TIAA Administrator and notify the President.
  • Take notes at the meeting to write and send the minutes as soon as possible. Send to the TIAA President first for input. After incorporating the input, send them to the meeting attendees for input. After incorporating any further changes, publish the final minutes before the next meeting. If there are any changes during the meeting, make a note of them, change the electronic file, and reprint/republish the corrected final version for the Minutes Book.
  • Try to get the minutes distributed quickly, so that people who conscientiously want to check for accurate details can do so.
  • Attach important presentations from the meeting and put them with the minutes in the Minutes Book.
  • Try to keep the minutes brief. The practice helps keep the minutes manageable in length as some discussions become quite complex.
  • Correspondence and meeting minutes are primarily maintained as electronic documents by the TIAA Administrator.

 

Recording Minutes (per Robert Rules of Order, Newly Revised, 11th Edition)  

The first paragraph should contain:

  • The kind of meeting (Board of Directors, Leadership Team, Annual Meeting, etc.);
  • The legal name of the organization;
  • The time, date and place of the meeting;
  • The fact that the President was present, or the name of the substitute;
  • The names of all persons attending and whether they are members, guests, etc. In the case of the Annual meeting, the number of attendees;
  • Whether a quorum was present;
  • Whether the minutes were approved.

 

The body of the minutes should include:

  • Notation of specific reports given and any related action(s) taken;
  • All main motions or motions to reconsider, rescind, or ratify, etc.  Motions that are withdrawn are not recorded;
    • The name of the maker of the motion is recorded; the name of the “seconder” is not;
    • The content of a motion is recorded exactly; if the motion is amended, the amendments are recorded as part of the final wording;
    • The exact disposition of each motion (such as “was defeated”, “was adopted”, etc.) is noted.
  • All points of order, such as requirements from the by-laws and resolution of each;
  • Important announcements and dates, the topic of the program (but no comments), and names of speakers;
  • The final paragraph should include the hour and fact of adjournment;
  • The Secretary signs the minutes by typing his/her signature on the minutes;
  • After the minutes are approved at the next meeting, the Secretary should note the date and mark them “approved” on that date.

 

Do:

  • Use a copy of the Agenda as a guide for taking notes to write the minutes later.
  • Record the names of all officers and committees from which reports are received and the basic facts in each report.
  • Make sure the exact wording of all main motions and amendments is used.
  • Record amendments that fail as well as those that pass.
  • Record the names of people appointed to a committee and members elected to offices or positions.
  • Write the minutes as soon as possible after the meeting and send a draft copy to the President before distribution.
  • Have available at every meeting:
    • Copies of the Bylaws and other standing rules
    • Copy of the minutes from the last meeting
    • Any other necessary records (e.g. copy of each committee’s view graphs).

 

  • Have available for reference a copy of Robert’s Rules of Order Newly Revised, 11th Edition.
  • Write correspondence as required. Most of the reports and correspondence goes through the TIAA Administrator and forms the basis of the electronic correspondence of the organization.

 

Approved by Kathleen Rose on September 10, 2020.