The file someone will eventually ask for
Governance is the work nobody notices until a lender, an auditor, an investor, or a buyer asks for the minute book. Then it is the only thing anyone notices. I ran this function as Corporate Secretary of a global organization, and I keep it current for companies that do not have someone doing it.
What it covers
Board and committee support. Agendas, materials, meeting management, minutes, and the follow-through on what the board decided.
Nominations and elections. Director and committee nominations, elections, terms, and succession, run to the bylaws.
Resolutions and consents. Written consents, officer appointments, banking resolutions, and authorizations for transactions.
Delegation of authority. A written framework for who can sign what, so contracts stop waiting on the CEO and nobody signs something they should not.
Entity management. Formation, foreign qualifications, annual reports, registered agents, fictitious names, and dissolution, across every state where you operate.
Lender and buyer diligence. The organizational documents, good standing certificates, KYC responses, and ownership records a bank or acquirer will require.
Operating and shareholder agreements. Drafting, amendments, and the equity and transfer questions that come up when ownership changes.
Who this is for
Companies taking on a credit facility, preparing for a sale or investment, adding a board, or operating in several states. Also any company that has been in business a few years and is not confident its records would survive a diligence request.
How it works
Standing corporate secretary support on a monthly basis, or a one-time cleanup: I review what exists, reconstruct what is missing, and hand back a current minute book with a calendar of what has to happen each year.
What I bring to it
As General Counsel and Corporate Secretary, I ran the board and committee meetings, owned nominations and elections, and managed the governance and risk functions of a global professional association. In-house at a multi-entity distributor, I built the delegation of authority framework and resolved signing authority across U.S., Canadian, and Latin American entities. I also led post-closing governance integration for three acquisitions.