Purpose: The role of the Company Secretary is as set out in the Companies Act and relevant legislation. The Charity Secretary’s overall role includes secretarial duties such as organising board meetings, managing the minutes, correspondence, updates and background information required by the board of trustees, ensuring records of membership, and other similar administrative responsibilities.
Responsible to: Board of Trustees.
Working with: The Senior Leadership Team, trustees and external contacts.
Location: Remote Working
Term of Office: The term of appointment, at the first Board Meeting after the AGM, is for one year, with the possibility of annual re-election up to a maximum of 5 years.
REDR AND THE WORK WE DO
Every year, hundreds of millions of people around the world are affected by natural disasters and conflict. RedR UK is an international NGO which saves lives by giving individuals working within the humanitarian-development-peace nexus the vital skills they need to do their jobs to the highest possible standard. RedR UK provides training, capacity development and technical support to organisations and individuals in a broad variety of fields including humanitarian essentials, safety & security, needs assessment, project management, protection, WASH, shelter, disaster risk reduction, climate change adaptation, etc.
RedR UK is also a Membership organisation, with a global network of 1,800 Members, all of whom are experienced humanitarian and development professionals. The RedR UK Membership is a mark of quality, enabling aid workers to obtain professional recognition of their skills and experience.
RedR UK currently has hubs in the UK and Jordan, and works in over 20 countries each year. It is also part of RedR International, an international federation of organisations that share a common vision and mission. The federation’s vision is a world in which sufficient competent and committed personnel are available and responding to humanitarian needs. Members include RedR UK, RedR Australia, RedR India, RedR Malaysia and RedR Indonesia.
RedR UK is committed to a strong, positive culture, with benefits for staff and those with whom we work. Our culture is also important to us in terms of our ethic of humanitarian impartiality and neutrality and our compliance with the Core Humanitarian Standard (CHS) and other professional codes of conduct.
Our values are vitally important to us as individuals, teams and to RedR UK as a whole. We are committed to a continuous process of strengthening our culture, maintaining the high standards required to work together effectively, and delivering first class advice and service to those with whom we work.
About this Role:
The responsibilities of the Company Secretary are:
▪ to ensure that all decisions are documented accurately in minutes, policies and other documents:
▪ to ensure the distribution of minutes, documents and notices of the organisation events to the Board members in a timely manner
▪ to ensure that the records of the organisation at Companies House and the Charity Commission are kept fully up-to-date, including the filing of annual returns, accounts, reports, resolutions and agreements
▪ to ensure that all legal requirements for the filing of reports and accounts are fully made
▪ to ensure that an up-to-date and accurate register of Trustees and their interests is maintained
▪ to ensure that an up-to-date and accurate register of all Members is maintained
▪ to give the required formal notice of all meetings of the organisation as set out in the Articles of Association
▪ distribute the Trustees Annual Report and accounts to every registered charity member of and every person entitled to receive notice of general meetings
▪ to ensure that people entitled to do so, can inspect company records
▪ to prepare for and to attend every meeting of the Board
▪ report on any use of the Company Seal at the next meeting of the Board and
▪ carry out all other duties as required by law
The Company Secretary is accountable to the Board for performance to the agreed role and responsibilities and for compliance with the limitations of authority of the position.
A Trustee chosen by the Board (usually the Chair) will review this performance on an annual basis. This review will agree expectations for the next planning period.
The Company Secretary receives their authority from the Board, which elects the Company Secretary. The trustees appoint and remove the Company Secretary (Art 47).
The Company Secretary is authorised by the Board to record the actions and decisions of the Board in the official Minutes of the Board, to control the use of the Company Seal and to file any reports or returns required by Companies House or the Charity Commission.
The Board shall provide the Company Secretary with the resources to carry out the role.
Limitations to Authority
The Company Secretary may not:
▪ record any action not authorised by the Board
▪ give management direction to the CEO or any staff (when Company Secretary post is held by a Board Trustee)
▪ apply the Company Seal to any document other than in furtherance of the organisations objectives as specifically agreed by the Board
TERM OF OFFICE
The term of appointment, at the first Board Meeting after the AGM, is for one year, with the possibility of annual re-election up to a maximum of 5 years.
Exceptions may be made by the Board to extend this period for a maximum of up to one year if there are special circumstances to enable a successor to be found.
Email a CV and covering letter demonstrating your reasons for applying and suitability for the role to Company.Secretary@redr.org.uk. Please note that we may contact suitable applicants before the closing date.