Society Secretary - Revision history

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2026-07-17T12:00:00Z

Wiki revamp: restructure & modernise

Jacky: /* Society Secretary */

2026-06-05T15:34:30Z

Society Secretary

← Older revision		Revision as of 15:34, 5 June 2026
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	The Society Secretary is responsible for the efficient administration of Freegle as a company, particularly in regard to ensuring compliance with statutory and regulatory requirements and for ensuring that decisions of the Board of Directors are implemented.		The Society Secretary is responsible for the efficient administration of Freegle as a company, particularly in regard to ensuring compliance with statutory and regulatory requirements and for ensuring that decisions of the Board of Directors are implemented.



	In 2026 a new governance structure was implemented. The Board agreed this new structure, with role descriptions, at their meeting of 2nd April 2026. The Society Secretary role was described to be:		In 2026 a new governance structure was implemented. The Board agreed this new structure, with role descriptions, at their meeting of 2nd April 2026. The Society Secretary role was described to be:
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	**Coordinating Board papers and ensuring minutes of the Board and Working Groups are recorded and accessible.		**Coordinating Board papers and ensuring minutes of the Board and Working Groups are recorded and accessible.
	**Managing the Board’s annual calendar (e.g., election cycles).		**Managing the Board’s annual calendar (e.g., election cycles).
	• Success looks like: An organisation that is "audit-ready" with transparent governance		• Success looks like: An organisation that is "audit-ready" with transparent governance records.
	records.

Jacky: /* Primary Focus: Governance, Compliance, and Records */

2026-06-05T15:34:03Z

Primary Focus: Governance, Compliance, and Records

← Older revision		Revision as of 15:34, 5 June 2026
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	*Key Responsibilities: Ensuring Freegle complies with its own Rules and UK law.		*Key Responsibilities: Ensuring Freegle complies with its own Rules and UK law.
	**Ensuring the formal Register of Members is maintained.		**Ensuring the formal Register of Members is maintained.
	**Coordinating Board papers and ensuring minutes of the Board and Working Groups		**Coordinating Board papers and ensuring minutes of the Board and Working Groups are recorded and accessible.
	are recorded and accessible.
	**Managing the Board’s annual calendar (e.g., election cycles).		**Managing the Board’s annual calendar (e.g., election cycles).
	• Success looks like: An organisation that is "audit-ready" with transparent governance		• Success looks like: An organisation that is "audit-ready" with transparent governance

Jacky: /* Society Secretary */

2026-06-05T15:28:11Z

Society Secretary

← Older revision		Revision as of 15:28, 5 June 2026
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	The Society Secretary is responsible for the efficient administration of Freegle as a company, particularly in regard to ensuring compliance with statutory and regulatory requirements and for ensuring that decisions of the Board of Directors are implemented.		The Society Secretary is responsible for the efficient administration of Freegle as a company, particularly in regard to ensuring compliance with statutory and regulatory requirements and for ensuring that decisions of the Board of Directors are implemented.

	In 2026 a new governance structure was implemented. The Society Secretary role was described to be:		In 2026 a new governance structure was implemented. The Board agreed this new structure, with role descriptions, at their meeting of 2nd April 2026. The Society Secretary role was described to be:

	===Primary Focus: Governance, Compliance, and Records===		===Primary Focus: Governance, Compliance, and Records===

Jacky: /* Society Secretary */

2026-06-05T15:26:53Z

Society Secretary

← Older revision		Revision as of 15:26, 5 June 2026
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	The Society Secretary is responsible for the efficient administration of Freegle as a company, particularly in regard to ensuring compliance with statutory and regulatory requirements and for ensuring that decisions of the Board of Directors are implemented.		The Society Secretary is responsible for the efficient administration of Freegle as a company, particularly in regard to ensuring compliance with statutory and regulatory requirements and for ensuring that decisions of the Board of Directors are implemented.

			In 2026 a new governance structure was implemented. The Society Secretary role was described to be:

			===Primary Focus: Governance, Compliance, and Records===
			*Key Responsibilities: Ensuring Freegle complies with its own Rules and UK law.
			**Ensuring the formal Register of Members is maintained.
			**Coordinating Board papers and ensuring minutes of the Board and Working Groups
			are recorded and accessible.
			**Managing the Board’s annual calendar (e.g., election cycles).
			• Success looks like: An organisation that is "audit-ready" with transparent governance
			records.


			The original and still applicable parts of this remit are below.

	===Responsibilities===		===Responsibilities===

Jacky: /* Responsibilities */

2025-05-29T14:45:48Z

Responsibilities

← Older revision		Revision as of 14:45, 29 May 2025
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	===Responsibilities===		===Responsibilities===

	The rules for Society Secretary are different for public and private companies. Freegle is a private company~~, although a charity~~, because it is owned by its Members.		The rules for Society Secretary are different for public and private companies. Freegle is a private company and society, because it is owned by its Members.
	A Secretary is optional for a private company (April 2008 Companies Act), because it is not owned by the public and so public disclosure of business and financial activities and performance is not required to Companies House. Freegle opts to have a Society Secretary, rule 84.		A Secretary is optional for a private company (April 2008 Companies Act), because it is not owned by the public and so public disclosure of business and financial activities and performance is not required to Companies House. Freegle opts to have a Society Secretary, rule 84.

Jacky: Jacky moved page Company Secretary to Society Secretary: Adoption of more accurate role description

2025-05-02T18:44:52Z

Jacky moved page Company Secretary to Society Secretary: Adoption of more accurate role description

← Older revision	Revision as of 18:44, 2 May 2025
(No difference)

Jacky at 18:43, 2 May 2025

2025-05-02T18:43:54Z

Jacky: /* Responsibilities */

2025-03-30T15:40:24Z

Responsibilities

← Older revision		Revision as of 15:40, 30 March 2025
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	# Ensure [[New Director Procedure]] is carried out.		# Ensure [[New Director Procedure]] is carried out.
	# Ensure that an annual confirmation of affiliation process is carried out.		# Ensure that an annual confirmation of affiliation process is carried out.
	# Be the Board's first contact for the [[Public Interest Disclosure (Whistleblowing) Procedures]].		# Be the Board's first contact for the [[Public Interest Disclosure (Whistleblowing) Policy and Procedures]].

	==Board Secretary==		==Board Secretary==

Jacky: /* Responsibilities */

2025-03-30T15:39:26Z

Responsibilities

← Older revision		Revision as of 15:39, 30 March 2025
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	# Ensure [[New Director Procedure]] is carried out.		# Ensure [[New Director Procedure]] is carried out.
	# Ensure that an annual confirmation of affiliation process is carried out.		# Ensure that an annual confirmation of affiliation process is carried out.
			# Be the Board's first contact for the [[Public Interest Disclosure (Whistleblowing) Procedures]].

	==Board Secretary==		==Board Secretary==

← Older revision		Revision as of 12:00, 17 July 2026
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	Secretary is the term used in the Freegle [[Rules]] to describe the Society Secretary role.		Secretary is the term used in the Freegle [[Rules]] to describe the Society Secretary role.

	Sometimes, some of the duties of the Society Secretary, related to the administration and minuting of board meetings are delegated to another individual. This role is called the Board Secretary.		Sometimes, some of the duties of the Society Secretary, related to the administration and minuting of board meetings, are delegated to another individual. This role is called the Board Secretary.

	The Society Secretary and Board Secretary roles are described in more detail below.		The Society Secretary and Board Secretary roles are described in more detail below.
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	The Society Secretary is responsible for the efficient administration of Freegle as a company, particularly in regard to ensuring compliance with statutory and regulatory requirements and for ensuring that decisions of the Board of Directors are implemented.		The Society Secretary is responsible for the efficient administration of Freegle as a company, particularly in regard to ensuring compliance with statutory and regulatory requirements and for ensuring that decisions of the Board of Directors are implemented.

			In 2026 a new governance structure was implemented. The Board agreed this new structure, with role descriptions, at their meeting of 2nd April 2026. The Society Secretary role was described to be:

	In 2026 a new governance structure was implemented. The Board agreed this new structure, with role descriptions, at their meeting of 2nd April 2026. The Society Secretary role was described to be:

	===Primary Focus: Governance, Compliance, and Records===		===Primary Focus: Governance, Compliance, and Records===
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	**Ensuring the formal Register of Members is maintained.		**Ensuring the formal Register of Members is maintained.
	**Coordinating Board papers and ensuring minutes of the Board and Working Groups are recorded and accessible.		**Coordinating Board papers and ensuring minutes of the Board and Working Groups are recorded and accessible.
	**Managing the ~~Board’s~~ annual calendar (e.g., election cycles).		**Managing the Board's annual calendar (e.g., election cycles).
	• Success looks like: An organisation that is "audit-ready" with transparent governance records.		*Success looks like: An organisation that is "audit-ready" with transparent governance records.


	The original and still applicable parts of this remit are below.		The original and still applicable parts of this remit are below.
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	===Responsibilities===		===Responsibilities===

	The rules for Society Secretary are different for public and private companies. Freegle is a private company and society, because it is owned by its Members.		The rules for Society Secretary are different for public and private companies. Freegle is a private company and society, because it is owned by its Members.
	A Secretary is optional for a private company (April 2008 Companies Act), because it is not owned by the public and so public disclosure of business and financial activities and performance is not required to Companies House. Freegle opts to have a Society Secretary, rule 84.		A Secretary is optional for a private company (April 2008 Companies Act), because it is not owned by the public and so public disclosure of business and financial activities and performance is not required to Companies House. Freegle opts to have a Society Secretary, rule 84.

	When a Society Secretary is appointed by the Board, the Financial Conduct Authority (FCA) must be notified.		When a Society Secretary is appointed by the Board, the Financial Conduct Authority (FCA) must be notified.

	The heart of the role is that the Society Secretary is the guardian of the ~~company’s~~ proper compliance with both the law and best practice. The Board will look to the Society Secretary for guidance on what their responsibilities are under the rules and regulations to which they are subject and on how these responsibilities should be discharged. A Society Secretary has to keep up to date on law, as advised by the FCA.		The heart of the role is that the Society Secretary is the guardian of the company's proper compliance with both the law and best practice. The Board will look to the Society Secretary for guidance on what their responsibilities are under the rules and regulations to which they are subject and on how these responsibilities should be discharged. A Society Secretary has to keep up to date on law, as advised by the FCA.

	The typical roles for a Society Secretary to undertake, or oversee are:		The typical roles for a Society Secretary to undertake, or oversee, are:

	# Maintaining the ~~company’s~~ statutory books, including a register of present and past Directors and Secretaries, minutes of general meetings and Board meetings;		# Maintaining the company's statutory books, including a register of present and past Directors and Secretaries, minutes of general meetings and Board meetings.
	# Filing annual returns, AR30 form with the FCA. Other documents which should be filed include the ~~directors’~~ report and financial statements, including details of the ~~company’s~~ assets and liabilities.		# Filing annual returns, AR30 form with the FCA. Other documents which should be filed include the directors' report and financial statements, including details of the company's assets and liabilities.
	# Arranging meetings of the Directors. This responsibility will involve ensuring proper ~~notices~~ of meetings is given, with preparation of agenda, circulation of relevant papers, and taking and producing minutes to record the business transacted at the meetings and the decisions taken. A calendar should be kept for Actions that have been worthwhile to pursue, even though they resulted in no change for the present. An annual or biennial reminder to be set, to flag to the Board for further reviews.		# Arranging meetings of the Directors. This responsibility will involve ensuring proper notice of meetings is given, with preparation of agenda, circulation of relevant papers, and taking and producing minutes to record the business transacted at the meetings and the decisions taken. A calendar should be kept for Actions that have been worthwhile to pursue, even though they resulted in no change for the present. An annual or biennial reminder should be set, to flag to the Board for further reviews.
	# Informing the FCA of any significant changes in the ~~company’s~~ structure or management, for example the appointment or resignation of Directors.		# Informing the FCA of any significant changes in the company's structure or management, for example the appointment or resignation of Directors.
	# Maintaining the ~~company’s~~ registered office as the address for any formal communications.		# Maintaining the company's registered office as the address for any formal communications.
	# Ensuring the security of the ~~company’s~~ legal documents, such as certificate of incorporation or articles of association		# Ensuring the security of the company's legal documents, such as certificate of incorporation or articles of association.
	# Deciding on the ~~company’s~~ policy for the filing and retention of documents.		# Deciding on the company's policy for the filing and retention of documents.
	# Ensuring Directors comply with corporate legislation and the articles of association of the company.		# Ensuring Directors comply with corporate legislation and the articles of association of the company.

	The Board can from time to time vary these. Freegle adds the following to the remit of Society Secretary:		The Board can from time to time vary these. Freegle adds the following to the remit of Society Secretary:
	# To maintain registers of members, in accordance with Rules 95 - 97.		# To maintain registers of members, in accordance with Rules 95 - 97.
	# Convene General Meetings, at the request of the Board of Directors, in line with requirements of Rules 22-~~49~~.		# Convene General Meetings, at the request of the Board of Directors, in line with requirements of Rules 22-49.
	# Appointment of Returning Officers and Ombudsman, in collaboration with the Board of Directors.		# Appointment of Returning Officers and Ombudsman, in collaboration with the Board of Directors.
	# Ensure [[New Director Procedure]] is carried out.		# Ensure [[New Director Procedure]] is carried out.
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	==Board Secretary==		==Board Secretary==

	Sometimes, some of the duties of the Society Secretary (related to the administration of board meetings) are delegated to another individual, called the Board Secretary. The Board Secretary will be appointed by the Board.		Sometimes, some of the duties of the Society Secretary (related to the administration of board meetings) are delegated to another individual, called the Board Secretary. The Board Secretary will be appointed by the Board.

	===Responsibilities===		===Responsibilities===

	To be the administrative secretary for the Board, particularly in regard to managing Board meetings.		To be the administrative secretary for the Board, particularly in regard to managing Board meetings.

	For more information on specific duties, see the [[Freegle Board Meeting Procedure]]		For more information on specific duties, see the [[Freegle Board Meeting Procedure]].

	This role is subject to the [[Named Role Holder Ending Term of Office Procedure]].		This role is subject to the [[Named Role Holder Ending Term of Office Procedure]].



	Links:		Links:
	*[[https://discourse.ilovefreegle.org/t/freegle-needs-a-new-company-secretary/7306]] 2024 request for Company Secretary		*[[https://discourse.ilovefreegle.org/t/freegle-needs-a-new-company-secretary/7306]] 2024 request for Company Secretary
	*[[https://discourse.ilovefreegle.org/t/board-secretary/7790]] 2024 request for Board Secretary		*[[https://discourse.ilovefreegle.org/t/board-secretary/7790]] 2024 request for Board Secretary
	*[[Notes on Submission of the AR30 Annual Return]]		*[[Notes on Submission of the AR30 Annual Return]]
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	*[[Freegle Board Meeting Procedure]]		*[[Freegle Board Meeting Procedure]]

	[[~~category~~:~~Policies, Procedures, Remits~~]][[~~category~~:Freegle Board]]		[[Category:Organisation & Governance]]
			[[Category:Freegle Board]]
			[[Category:Policies, Procedures, Remits]]

← Older revision		Revision as of 18:43, 2 May 2025
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	==Secretary Terminology==		==Secretary Terminology==

	The terms "Secretary", "~~Company~~ Secretary" and "Board Secretary" are all used in Freegle documentation.		The terms "Secretary", "Society Secretary" and "Board Secretary" are all used in Freegle documentation.

	~~Company~~ Secretary is a commonly used term to describe the individual who is accountable for making sure that an organisation is managed correctly and in accordance with the law.		Secretary is a commonly used term to describe the individual who is accountable for making sure that an organisation is managed correctly and in accordance with the law.

	Secretary is the term used in the Freegle [[Rules]] to describe the ~~Company~~ Secretary role.		Secretary is the term used in the Freegle [[Rules]] to describe the Society Secretary role.

	Sometimes, some of the duties of the ~~Company~~ Secretary, related to the administration and minuting of board meetings are delegated to another individual. This role is called the Board Secretary.		Sometimes, some of the duties of the Society Secretary, related to the administration and minuting of board meetings are delegated to another individual. This role is called the Board Secretary.

	The ~~Company~~ Secretary and Board Secretary roles are described in more detail below.		The Society Secretary and Board Secretary roles are described in more detail below.

	==~~Company~~ Secretary==		==Society Secretary==

	As highlighted above, the [[Rules]] use the term Secretary to describe this role.		As highlighted above, the [[Rules]] use the term Secretary to describe this role.

	The ~~Company~~ Secretary is responsible for the efficient administration of Freegle as a company, particularly in regard to ensuring compliance with statutory and regulatory requirements and for ensuring that decisions of the Board of Directors are implemented.		The Society Secretary is responsible for the efficient administration of Freegle as a company, particularly in regard to ensuring compliance with statutory and regulatory requirements and for ensuring that decisions of the Board of Directors are implemented.

	===Responsibilities===		===Responsibilities===

	The rules for ~~Company~~ Secretary are different for public and private companies. Freegle is a private company, although a charity, because it is owned by its Members.		The rules for Society Secretary are different for public and private companies. Freegle is a private company, although a charity, because it is owned by its Members.
	A ~~Company~~ Secretary is optional for a private company (April 2008 Companies Act), because it is not owned by the public and so public disclosure of business and financial activities and performance is not required to Companies House. Freegle opts to have a ~~Company~~ Secretary, rule 84.		A Secretary is optional for a private company (April 2008 Companies Act), because it is not owned by the public and so public disclosure of business and financial activities and performance is not required to Companies House. Freegle opts to have a Society Secretary, rule 84.

	When a ~~company secretary~~ is appointed by the Board, the Financial Conduct Authority (FCA) must be notified.		When a Society Secretary is appointed by the Board, the Financial Conduct Authority (FCA) must be notified.

	The heart of the role is that the ~~Company~~ Secretary is the guardian of the company’s proper compliance with both the law and best practice. The Board will look to the ~~Company~~ Secretary for guidance on what their responsibilities are under the rules and regulations to which they are subject and on how these responsibilities should be discharged. A ~~Company~~ Secretary has to keep up to date on law, as advised by the FCA.		The heart of the role is that the Society Secretary is the guardian of the company’s proper compliance with both the law and best practice. The Board will look to the Society Secretary for guidance on what their responsibilities are under the rules and regulations to which they are subject and on how these responsibilities should be discharged. A Society Secretary has to keep up to date on law, as advised by the FCA.

	The typical roles for a ~~Company~~ Secretary to undertake, or oversee are:		The typical roles for a Society Secretary to undertake, or oversee are:

	# Maintaining the company’s statutory books, including a register of present and past Directors and Secretaries, minutes of general meetings and Board meetings;		# Maintaining the company’s statutory books, including a register of present and past Directors and Secretaries, minutes of general meetings and Board meetings;
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	# Ensuring Directors comply with corporate legislation and the articles of association of the company.		# Ensuring Directors comply with corporate legislation and the articles of association of the company.

	The Board can from time to time vary these. Freegle adds the following to the remit of ~~Company~~ Secretary:		The Board can from time to time vary these. Freegle adds the following to the remit of Society Secretary:
	# To maintain registers of members, in accordance with Rules 95 - 97.		# To maintain registers of members, in accordance with Rules 95 - 97.
	# Convene General Meetings, at the request of the Board of Directors, in line with requirements of Rules 22-49.		# Convene General Meetings, at the request of the Board of Directors, in line with requirements of Rules 22-49.
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	==Board Secretary==		==Board Secretary==

	Sometimes, some of the duties of the ~~Company~~ Secretary (related to the administration of board meetings) are delegated to another individual, called the Board Secretary. The Board Secretary will be appointed by the Board.		Sometimes, some of the duties of the Society Secretary (related to the administration of board meetings) are delegated to another individual, called the Board Secretary. The Board Secretary will be appointed by the Board.

	===Responsibilities===		===Responsibilities===