Role Summary The Secretary to the Board of Trustees shall serve as the principal governance, compliance, and legal advisor to the Board of Trustees, ensuring the highest standards of governance, regulatory compliance, institutional transparency, and documentation integrity across the School and the Trust including CIS/IB certification records, legal cases, POSH/POCSO/ICC matters.

The role shall act as the custodian of the Trust’s statutory and governance framework and shall support the Board of Trustees in the effective discharge of its fiduciary, strategic, and oversight responsibilities, while maintaining a explicit separation between governance and day-to-day operational management.

Key Responsibilities

1. Board Governance & Secretariat Management

- Lead the end-to-end management of all meetings of the Board of Trustees, Board Committees, Annual General Meetings (AGMs), Extraordinary General Meetings (EGMs), and other statutory or special meetings of the Trust.
- Prepare, in consultation with the Chairperson and School Leadership, annual Board and Committee calendars.
- Coordinate preparation and timely circulation of meeting notices, agendas, Board papers, governance notes, and supporting documentation.
- Attend all Board and Committee meetings and accurately record deliberations, resolutions, voting outcomes, and action items.
- Prepare and issue Board and Committee minutes within timelines approved by the Board.
- Maintain official records of Board resolutions, circular resolutions, committee decisions, and governance correspondence.
- Ensure quorum requirements and procedural compliance for all meetings.

2. Trust Governance & Regulatory Compliance

- Ensure compliance with the Trust Deed, Bye-Laws, Board-approved policies, applicable education regulations, trust laws, secretarial standards, and other statutory and regulatory requirements.
- Monitor changes in applicable laws, regulations, and governance standards, and proactively advise the Board on implications.
- Coordinate all statutory filings, disclosures, returns, registrations, renewals, and regulatory submissions within prescribed timelines.
- Support compliance relating to applicable tax registrations, charitable trust requirements, and regulatory approvals, including amendments to constitutional documents where required.
- Maintain statutory registers, compliance calendars, licenses, governance records, and institutional filings.

3. Trustee Administration & Board Effectiveness

- Coordinate induction and orientation of newly elected or appointed Trustees.
- Maintain Trustee records, tenure schedules,



committee memberships, declarations, and governance documentation.
- Administer annual conflict-of-interest declarations, related party disclosures, and trustee independence confirmations.
- Support the Board in trustee election processes, succession planning, committee appointments, and governance reviews.
- Assist the Chairperson in periodic evaluation of Board and Committee effectiveness.

4. AGM, EGM & Member Governance

- Manage all governance aspects relating to AGMs, EGMs, and member resolutions.
- Ensure timely issuance of notices, explanatory statements, agendas, and supporting documents to members.
- Coordinate voting processes, including physical, electronic, or remote voting platforms.
- Liaise with scrutineers, legal advisors, auditors, and other external stakeholders involved in governance processes.
- Maintain official records of attendance, voting outcomes, proxies (where applicable), and member resolutions.

5. Policy Governance & Institutional Documentation

- Serve as custodian of all Board-approved policies, governance manuals, charters, and institutional protocols.
- Maintain a centralized governance repository of:
- Trust Deed and Bye-Laws
- Board and Committee Charters
- Delegation of Authority Frameworks
- Governance Policies
- Conflict-of-Interest Registers
- Resolution Registers
- Inspection Registers and statutory records
- Coordinate annual policy review cycles and recommend updates to the Board.

6. Legal Advisory & Documentation

- Provide governance and legal advisory support to the Board on institutional, contractual, regulatory, and strategic matters.
- Review, vet, and strengthen contracts, service agreements, lease agreements, vendor agreements, memoranda of understanding, property-related documentation, and governance documentation.
- Coordinate with external legal counsel on litigation, regulatory matters, disputes, and legal opinions where required.
- Ensure all legal documentation aligns with applicable laws, governance requirements, and Board-approved policies.

7. Audit, Risk & Compliance Oversight

- Coordinate internal, external, compliance, governance, and secretarial audits.




- Present compliance status reports and governance dashboards to the Board and relevant Committees.
- Track audit findings, Board observations, and management action plans through closure.
- Identify governance, compliance, and reputational risks and recommend mitigation measures.
- Support whistleblower, ethics, and grievance governance frameworks approved by the Board.

8. Board Action Tracking & Governance Monitoring

- Maintain a Board Action Tracker for all resolutions, strategic decisions, policy approvals, and committee actions.
- Follow up with School Leadership and designated stakeholders on implementation status.
- Provide periodic status updates to the Chairperson and Board Committees.
- Escalate overdue governance actions or compliance exceptions to the Board.

9. Stakeholder, Member & Regulatory Relations

- Support transparent governance communication between the Board, School Leadership, members, regulators, auditors, and external advisors.
- Facilitate member inspection requests and governance information disclosures in accordance with applicable laws and Board-approved protocols.
- Support governance communications relating to major institutional decisions, constitutional amendments, policy approvals, and member resolutions.

Qualifications & Experience

- Qualified Company Secretary and member of the Institute of Company Secretaries of India (ICSI).
- Bachelor’s degree in Law, Commerce, Business Administration, or related discipline. Additional legal qualifications preferred.
- Minimum 10 years of relevant experience in governance, legal, secretarial, compliance, or Board advisory roles.
- Prior experience working with educational institutions, charitable trusts, foundations, non-profit organizations, or multi-entity governance structures preferred.
- Demonstrated experience in Board-level governance and statutory compliance.

Key Competencies

- Deep understanding of trust governance, corporate law, education-sector governance, and regulatory compliance.
- Exceptional drafting, minute writing, policy documentation, and analytical skills.
- High standards of confidentiality, integrity, and skilled judgment.
- Strong stakeholder management and executive communication skills.
- Ability to influence senior leadership while maintaining independence and objectivity.
- Strong attention to detail, process discipline, and execution excellence.

Pay: ₹250,000.00 - ₹300,000.00 per month

Benefits

- Food provided
- Health insurance
- Leave encashment
- Paid time off
- Provident Fund

Work Location: In person

📌 Company Secretary (Bengaluru)
🏢 Bangalore International School
📍 Bengaluru