🆕 Quick Answer
The secretary of a Canadian non-profit is the officer responsible for the organization's official records. Typically, the secretary sends meeting notices, takes and keeps minutes, maintains the minute book and corporate registers, and makes sure annual returns and change notices are filed on time. The exact duties come from the organization's by-laws and the board
Key takeaways
Federal and BC law do not require a non-profit to have a secretary. The role, if it exists, is set by your by-laws and the board.
The secretary's core job is records: notices, minutes, the minute book, registers and government filings.
Missed filings have real consequences. A federal not-for-profit that stops filing annual returns can be dissolved.
Under federal law, one person can hold two offices, so a combined secretary-treasurer is allowed.
What Is the Secretary of a Non-profit?
The secretary is an officer of the non-profit, usually a director appointed to the role by the board or elected by the members, depending on the by-laws. The position is sometimes seen as administrative, but the secretary is effectively the board's record-keeper and compliance tracker.
Is a secretary legally required? Not always. Under the Canada Not-for-profit Corporations Act (CNCA), section 142 lets the directors designate whatever offices the corporation needs, appoint officers and set their duties. British Columbia's Societies Act also doesn't require a secretary. In practice, almost every non-profit's by-laws create the position because someone has to own the records.
Who appoints the secretary? Usually the board, at its first meeting after the annual general meeting (AGM). Some by-laws have members elect officers directly. Check your by-laws.
The 6 Core Duties of a Non-profit Secretary
1. Sending meeting notices and agendas
The secretary prepares and sends notices for board meetings, members' meetings and the AGM, working with the chair on the agenda. Notice periods are set by statute and by-laws, and improper notice can make decisions at a meeting open to challenge. See How Much Notice Do I Need to Give Before a Non-profit Board Meeting? and How to Call a Board Meeting for a Non-profit in Canada.
2. Taking and keeping minutes
The secretary records minutes of board meetings, members' meetings and the AGM. Good minutes record decisions, motions, votes, conflict of interest declarations and action items. They are not a transcript. Once approved, minutes go into the minute book. See [What Are Meeting Minutes, and How Do I Take Minutes for a Meeting?](INSERT CORRECT URL) 🔧
3. Maintaining the minute book and corporate registers
The secretary is usually the custodian of the [minute book](INSERT MINUTE BOOK URL), which holds the articles, by-laws, minutes, resolutions and the registers of directors, officers and members. Records can be kept digitally, as long as they can be produced in readable form when needed.
4. Filing annual returns and change notices
The secretary tracks and files government filings, or makes sure someone does:
annual returns to the corporate registry
notices of changes in directors, officers or registered office address
copies of filed documents in the minute book
These corporate filings are separate from tax filings with the Canada Revenue Agency, which the treasurer usually handles.
5. Supporting good governance
The secretary helps the board follow its own by-laws and policies: confirming quorum, tracking director terms, keeping a board calendar, and making sure policy decisions get added to the policy manual. The secretary should keep the by-laws on hand at every meeting.
6. Handling official correspondence
In smaller, volunteer-run organizations, the secretary often receives and responds to correspondence addressed to the board and brings important items to the board's attention. In organizations with staff, day-to-day correspondence usually belongs to the executive director unless it's addressed to the board.
What Records Must the Secretary Keep?
| Record | Federal (CNCA) | Ontario (ONCA) | Can members inspect it? |
|---|---|---|---|
| Articles and by-laws (with amendments) | Required | Required | Yes |
| Minutes of members' meetings and member resolutions | Required | Required | Yes |
| Minutes of directors' meetings and director resolutions | Required | Required | Generally no (federally, conflict of interest disclosures are an exception) |
| Register of directors | Required | Required | Yes |
| Register of officers | Required | Required | Yes |
| Register of members | Required | Required | Yes |
| Accounting records | Required | Required | No |
Where records are kept: federally, at the registered office or another place in Canada the directors designate (CNCA s. 20). In Ontario, at the registered office unless ONCA s. 93 allows otherwise. Directors can inspect all records.
Annual Filing Deadlines the Secretary Should Track
| Jurisdiction | Annual filing | Deadline | Changes to directors/officers |
|---|---|---|---|
| Federal (CNCA) | Annual return to Corporations Canada | Within 60 days after the anniversary date | Director changes within 15 days |
| Ontario (ONCA) | Annual return through the Ontario Business Registry | Within 6 months after fiscal year-end | Notice of change within 15 days |
| British Columbia (Societies Act) | Annual report to BC Registries | Within 30 days after the AGM | File changes promptly |
| Quebec | Annual updating declaration to the Registraire des entreprises | [VERIFY current deadline] 🔧 | Update the registry when changes occur |
What happens if you miss them? Federally, Corporations Canada can dissolve a not-for-profit that stops filing. Its policy is to act after three years of missed returns, with a final 120-day notice. In Ontario, unfiled returns can also lead to dissolution. For a step-by-step federal list, see the Checklist of Annual Obligations under the CNCA.
The Secretary's Year: A Compliance Calendar
At the start of the year
Build and circulate the board calendar (meeting dates plus what each meeting must approve).
Confirm director terms and which seats come up at the next AGM.
Before the AGM
Confirm the notice period in your by-laws and statute, then send the notice, agenda and proxy forms.
Make sure financial statements are available to members as required.
At and after the AGM
Take minutes and record election results.
Hold the first board meeting to appoint officers.
Update the registers of directors and officers.
File the annual return or annual report by the deadline for your jurisdiction.
Within 15 days of any change
File the notice of change for directors, officers or registered office (Ontario), or director changes (federal).
All year
Circulate draft minutes within a week or two of each meeting.
File approved minutes and resolutions in the minute book.
Secretary vs. Recording Secretary vs. Corporate Secretary
| Role | Who it is | Votes on the board? | Typical use |
|---|---|---|---|
| Board secretary | A director appointed as an officer | Yes | Most volunteer and small non-profits |
| Recording secretary | Staff member or volunteer who only takes minutes | No | Boards that want the secretary focused on governance |
| Corporate secretary | Paid professional, often a lawyer or governance officer | Usually no | Large organizations such as hospitals and universities |
If a non-director takes minutes regularly, the board should formally appoint them as recording secretary and consider a confidentiality agreement. The minutes should note who took them.
Can the Secretary Also Be the Treasurer?
Yes, under federal law. CNCA s. 142 allows two or more offices to be held by the same person, and many small non-profits use a combined secretary-treasurer. The trade-off is less oversight: one person controls both the records and the money. If you combine the roles, require two signatures on cheques and payments.
Is the Secretary Personally Liable?
Officers have legal duties just like directors. Under CNCA s. 148, every director and officer must act honestly and in good faith with a view to the best interests of the corporation, and exercise the care, diligence and skill that a reasonably prudent person would in comparable circumstances. For the secretary, that means accurate minutes, timely notices and filings, and protecting confidential records. Directors' and officers' (D&O) insurance and indemnification by-laws help manage the risk.
What's New for Non-profit Secretaries in 2026
Proposed CNCA changes. In April 2026, Innovation, Science and Economic Development Canada opened a consultation on CNCA amendments, including virtual and hybrid meetings by default, ex officio directors, delegate voting through by-laws, and a 48-hour proxy deposit deadline. The consultation closed June 5, 2026. These are proposals, not law yet. If they pass, secretaries will need to update notice templates and proxy procedures.
AI note-takers in board meetings. If your board uses AI transcription to help draft minutes, set a policy first: who approves the final minutes, whether recordings are deleted afterward, and whether in-camera discussions are excluded. AI drafts are not minutes until the board approves them.
Digital minute books are the norm. Both federal and Ontario law allow records in electronic form as long as they can be reproduced in readable form. Use secure storage with access controls and backups.
Skills of an Effective Secretary
Organization: keeps records findable and deadlines tracked.
Attention to detail: accurate minutes, correct names and dates.
Clear writing: notices and minutes everyone can understand.
Discretion: handles confidential and in-camera matters properly.
Knowledge of the by-laws: knows quorum, notice and voting rules.
Willingness to speak up: asks the board to clarify a motion before it's recorded.
A legal background helps but isn't necessary. The secretary should not replace legal advice; when questions come up, consult a lawyer.
Common Mistakes to Avoid
Writing minutes as a word-for-word transcript.
Recording in-camera discussions in minutes that members can inspect.
Sending notices outside the window required by your by-laws or statute.
Missing the 15-day change notice after an AGM election.
Confusing the corporate annual return with CRA tax filings.
Keeping the only copy of the minute book on a personal laptop.
How OrgHub Helps Non-profit Secretaries
OrgHub keeps your non-profit's minute book organized and up to date online. It simplifies routine events like director changes, address changes and annual meetings, and makes it easy to share records with your board. Sign up for free or contact us to see how OrgHub can help.
Related reading
Frequently Asked Questions
What are the main duties of a non-profit secretary in Canada?
The secretary sends meeting notices, takes minutes, maintains the minute book and registers of directors, officers and members, and makes sure annual returns and change notices are filed on time. The specific duties are set by the organization's by-laws and the board.
Does a Canadian non-profit have to have a secretary?
Not necessarily. The federal CNCA lets directors designate whatever offices they choose, and BC's Societies Act doesn't require a secretary. Most by-laws still create the role because someone must be responsible for records and filings.
Who appoints the secretary of a non-profit?
Usually the board of directors, often at the first board meeting after the AGM. Some by-laws have members elect officers directly.
Can one person be both secretary and treasurer?
Yes. Under CNCA s. 142, two or more offices can be held by the same person. Organizations that combine the roles should add controls such as two signatures on payments.
Can the secretary be someone who isn't on the board?
Yes, if the by-laws allow it. Many organizations use a non-voting recording secretary to take minutes, but the board should formally appoint that person and set confidentiality expectations.
What is the deadline for a federal non-profit annual return?
Within 60 days after the corporation's anniversary date, filed with Corporations Canada. It's separate from any CRA tax filing.
How long should a non-profit keep its minutes?
Corporate records like minutes and by-laws should be kept permanently for as long as the corporation exists. Financial records generally must be kept at least six years for CRA purposes.
Is the secretary personally liable for mistakes?
Officers owe a duty to act honestly, in good faith, and with reasonable care (CNCA s. 148). Liability is uncommon for careful, good-faith work, and D&O insurance and indemnification by-laws add protection.
This article is general information, not legal advice. Consult a lawyer about your organization's situation.