The Turtle Survival Alliance Foundation (the “Corporation”)

General

The Secretary of the Corporation is selected by the Board of Directors (the “Board”) pursuant to and in accordance with the Corporation’s By-Laws.

The Secretary is principally responsible for:

1. Keeping, or overseeing the keeping, of the Corporation’s books and records related to its Board, Board Committees, and members.
2. Overseeing compliance with important regulatory filing requirements.

Specific Roles and Responsibilities

The Secretary will:

Attend Board meetings and act as a note-taker except in executive, in camera sessions or other situations in which the Secretary is recused from acting.

Oversee the keeping of:

1. Lists of directors and Committee members, with contact details, election/appointment dates, and scheduled tenures.
2. Lists of the Corporation’s members from time to time.

Notify the Governance Committee Chair and the Nominations Committee Chair at the conclusion of each fiscal year of:

1. Directors whose terms will end at the close of the next fiscal year.
2. Committees needing new members to remain compliant with their Charters or to select new Committee Chairs.

Introduce newly elected directors to the Communications Manager to obtain short biographies and headshots for publication on the Corporation’s website.

1. Ensure timely posting of such bios by working with the Communications Manager.

Work with the Board Chair and the Chair of the Governance Committee to:

1. Update the Welcome Packet as needed.
2. Provide the packet to newly elected directors.

Work with the Board Chair and the Committee Chairs to ensure preparation of an annual calendar of proposed Board and Committee meetings.

Oversee the scheduling, drafting, and provision of notices of meetings of the Board and Committees, in accordance with By-Laws and Committee Charters.

Work with the Board Chair, Committee Chairs, and senior management to ensure timely preparation and distribution of:

1. Agendas.
2. Related materials for Board and Committee meetings.
3. Texts of any required resolutions.

Ensure secure storage of the following in the Alliance’s digital network drive, accessible to management and officers:

1. Articles of Incorporation and amendments.
2. Bylaws.
3. Committee Charters.
4. Code of Ethics, Whistleblower Policy, Expectations of Directors Summary.
5. All Codes of Conduct and Board-adopted Policies.

Provide certified copies of Articles, Bylaws, Board/Committee resolutions, and other Corporation documents when duly requested.

Review, sign, and send documents required to be executed by the Secretary for regulators, bankers, portfolio managers, or other stakeholders.

Ensure maintenance of:

1. A list and timeline of required federal, state, and extraterritorial regulatory filings.
2. Timely completion of such filings.

Maintain familiarity with the Articles, By-Laws, Committee Charters, and Corporation Policies to reference them in Board or Committee meetings when requested.

Ensure timely preparation and production of Board and Committee meeting minutes, accurately documenting material discussions and resolutions, and distribute them to directors and Committee members.

Oversee the distribution and due execution of resolutions passed by directors by written consent, and maintain all counterpart execution pages in a physical location.

Maintain the OnBoard or other portal adopted for Board use by:

1. Ensuring user-friendly organization and timely updates.
2. Providing access to new Board and Committee members and briefing them on its operation.

Perform other duties as requested by the Board, the Board Chair, or a Committee Chair.

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