Introduction
Tammy Ross is an experienced Corporate Secretary and governance professional who has served as an officer of over forty corporations and limited liability companies since 1998. Since 2005, Tammy served as Corporate Secretary for nineteen start-up portfolio companies owned by Shell Technology Ventures Fund I, B.V., a private equity fund. As an independent contractor, she is able to provide third party services and is a skilled liaison between investors and management. She has received training from the Society for Corporate Governance, an organization devoted to excellence, training and raising the standard of corporate governance, ethics and compliance in the United States of America.
In addition to the official Corporate Secretary/officer role, along with company counsel, Tammy also provides boards of businesses and entity owners with understanding of their responsibilities as dictated in their company by-laws or operating agreements.
The Corporate Secretary
The Corporate Secretary is the corporate record-keeper for all matters outside finances. Duties include recording and archiving the minutes of board, officer, and shareholder meetings. The Corporate Secretary may also be called upon to provide requested copies of corporate documents, as well as provide certification for banks and other financial institutions.
Depending on the type of entity, in some ways the Corporate Secretary may be a cross between a housekeeper and a scribe, a liaison between the board of directors and the management team, a teacher, a travel agent, a confidant, the administrator of essential corporate matters and ultimately the gatekeeper of corporate legitimacy which includes ensuring compliance and ethical standards of a corporation for the benefit of its shareholders.
Tammy offers the following services for many types of business entities:
- Maintenance/upkeep of corporate records and minute book
- Minute book audits
- Prepare an understandable memorandum for directors and management regarding corporate responsibilities
- Maintain stock ledgers and stock certificates
- Service in the office of Corporate Secretary
- Attend board meetings
- Draft agendas, minutes and consents for decisions made outside of board or shareholder meetings
- Organize information circulated to directors
- Maintain database of director information
- Track "housekeeping list" of items requiring board attention in between regular meetings
- Organize board meetings and shareholders meetings, calendars and travel arrangements
- Liaise with board members, management and shareholders
- Liaise with corporate legal counsel
- Director training and orientation
- Board evaluations
- Shareholder relations
- Ensure that corporate records are protected, filed, organized, certified and properly retained
- Maintain checks, balances, best practices and internal controls
