Assistant Corporate Secretary

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Assistant Corporate Secretary
Duties: Assist the General Counsel / Corporate Secretary and the Senior Assistant Corporate Secretaries with administrative and Corporate Secretary duties, including corporate governance, board and committee matters, regulatory compliance, branching, subsidiaries, mergers and acquisitions, and budgeting. Monitor changes in applicable laws, rules and regulations related to job function and track company compliance. Gather information for and draft regulatory filings in connection with mergers and acquisitions, licensing, investments, subsidiaries, branches and FRB reporting forms. Draft corporate authorizations, resolutions and consents; maintain corporate records; provide extracts of minutes, certified resolutions, incumbency certificates, and merger affidavits. Obtain and analyze information to assess director board/committee independence and identify related party transactions and reportable transactions; prepare related board/committee reports. Prepare and file documents related to formation of nonbanking subsidiaries and compliance with applicable business corporate laws subsequent to formation; maintain company subsidiary listing/organizational chart; prepare materials for subsidiary board meetings. Maintain database of bank branches. Assist with administering the company’s Insider Trading Policy. Assist with various department matters, including determining hardware/software needs, preparing the department’s budget, monitoring department expenses. Comply with all applicable federal, state and local banking and industry related laws and regulations including but not limited to the Bank Secrecy Act. Perform all other related duties and special projects as assigned.

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