Corporate Secretary and Chief Governance Counsel

The Corporate Secretary & Chief Governance Counsel is a dedicated governance and board-liaison role. This position owns the governance and full operating rhythm between the Board of Directors, its committees, and executive management - board and committee meeting administration, corporate records, director onboarding and education, disclosure and conflict-of-interest processes, and governance policy administration. The role is a critical trust position: the individual is the primary point of continuity for the Board, the main point of contact for directors between meetings, and the custodian of the Credit Union's formal corporate governance record. This role supports and manages board members continuing education.

The Corporate Secretary & Chief Governance Counsel ensures the Board and management govern effectively through well-run meetings, accurate records, clean disclosures, and sound governance process.

Board & Committee Meeting Administration

* Own the annual Board and committee meeting calendar; drive strategic agenda planning in partnership with the Board Chair, committee chairs, CEO and CLO/GC where appropriate.

* Build and distribute board and committee packets; coordinate materials submissions from management and ensure timeliness, completeness, and consistent formatting.

* Attend Board and committee meetings; prepare accurate, legally sufficient minutes; track action items and follow up through to resolution.

* Manage board education, best governance practices, and manage the board portal/meeting technology platform, including access, document libraries, and archives.

* Manage a team of board professionals including paralegals, and other board operations professionals.

* Partner with the Board Administrator/Governance Coordinator to coordinate board and committee meeting logistics, including director travel, expense reporting, continuing education, meeting catering, and meeting accommodations. Review and processing of board travel, reimbursement requests, meeting materials, and executive support activities.

Corporate Secretary Duties & Corporate Records

* Serve as Corporate Secretary of record: certify resolutions, maintain the minute book, and ensure minutes are finalized and signed on the required timeline.

* Prepare and file formation, charter, and bylaw-related documents and amendments in coordination with state and federal regulators.

* Maintain the official corporate records repository, including bylaws, charter documents, board and committee resolutions, and delegations of authority.

* Administer signature authority and corporate authority documentation used by management and business units.

* Serve as Corporate secretary for subsidiary boards, and affiliated entities, managing similar governance role and responsibilities as for the TDECU Board

Board - Management Liaison

* Serve as the primary day-to-day point of contact for directors between meetings on logistics, information requests, and governance questions.

* Coordinate the flow of information between management and the Board, ensuring directors receive timely, well-organized, decision-ready materials.

* Partner with the CEO's office and executive team to align management reporting with Board expectations and meeting cadence.

* Facilitate new director recruitment logistics, onboarding, and ongoing director education programs.

Governance Policy, Disclosures & Board Accountability

* Administer the Credit Union's corporate governance policies and procedures, including periodic review and updates in partnership with the CLO/GC.

* Manage the annual conflict-of-interest questionnaire and disclosure process for directors and executives; track and escalate disclosures requiring review.

* Administer processes for handling complaints or concerns raised against the Board or CEO, ensuring proper routing, documentation, and confidentiality.

* Track board and committee accountability items, self-assessment and evaluation processes, and completion of required annual director training.

* Lead board transparency and best-practices initiatives, benchmarking the Credit Union's governance practices against peer institutions and evolving regulatory expectations.

Governance Research & Advisory Support

* Conduct governance and best-practices research (board structure, committee charters, director independence, NCUA/state governance expectations) to inform Board decision-making.

* Advise the Board Chair, committee chairs, and CLO/GC on governance process and meeting procedure.

* Provide legal support to Chief Legal Officer and General Counsel

* Consult with Legal or other department colleagues where necessary to resolve issues, establish best practices and otherwise align with strategic organization priorities

Required

* J.D. from an ABA-accredited law school and active license to practice law in Texas (or eligibility for reciprocity/in-house counsel registration).

* 10+ years of experience in corporate governance, board operations, or corporate secretary functions, ideally within a financial institution, credit union, or other regulated entity.

* Direct experience preparing board/committee materials, drafting board minutes, and managing corporate records in a regulated environment.

* Expert knowledge of credit union or bank governance requirements (NCUA and/or Texas Credit Union Department expectations, or equivalent banking regulatory framework).

* Exceptional discretion and judgment; demonstrated ability to serve as a trusted, confidential point of contact for a Board of Directors, CEO and C-suite.

* Strong project management skills and comfort owning a recurring, deadline-driven meeting cycle independently.

Preferred

* Prior title or experience as General Counsel, Corporate Secretary, Assistant Corporate Secretary, or Governance Counsel at a financial institution.

* Experience with board management/portal software (e.g., Diligent, Board Vantage, or similar) and meeting technology.

Physical Demands and Work Environment:

(The physical demands and work environment characteristics described herein are representative of those that must be met by an employee to successfully perform essential functions of this position and/or may be encountered while performing essential functions. Reasonable accommodation may be made to enable individuals with disabilities to perform the essential functions.)

• While performing the essential duties of this position, an employee would frequently be required to stand, walk, and sit.

• Specific vision abilities required by this position include close vision, distance vision, and the ability to adjust focus.

• The noise level in the work environment is usually moderate.

• Our company offers a dynamic hybrid work arrangement, which requires three days of on-site work. Our retail roles are required to be onsite at the branch locations.

Disclaimer:

The above statements are intended to describe the general nature and level of work being performed by people assigned to this job. They are not intended to be an exhaustive list of all responsibilities, duties, and skills required of personnel so classified.

Texas Dow Employees Credit Union is an equal opportunity employer, dedicated to a policy of non-discrimination in employment on any basis including race, color, age, protected veteran status, sex, religion, disability, genetic information, national origin, or other status protected by federal, state, or local law. Consistent with the American Disabilities Act, applicants may request accommodations needed to participate in the application process.