Definition
In law, "secretary" carries distinct meanings depending on context:
1. Corporate or association officer. The secretary of a corporation or unincorporated association is an officer responsible for maintaining the official records, minutes, and correspondence of the entity; giving and receiving formal notices; countersigning documents; and performing related administrative duties on behalf of the organization. The corporate secretary is distinct from clerical support staff and may carry fiduciary obligations to the entity.
2. Government department head. In public law, "Secretary" designates the head of an executive department of government — as in the Secretary of State, Secretary of the Treasury, Secretary of Defense, and similar cabinet-level officers. At the state level, the Secretary of State is typically the chief elections officer and keeper of official state records. At the federal level, secretaries head the principal departments of the executive branch and serve at the pleasure of the President.
3. Subordinate or delegated writer (historical). In older usage, a secretary was simply one who wrote on behalf of another by order or delegation — a scribe or amanuensis — often with access to confidential matters. This meaning survives in the etymology but has no distinct legal application today.
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Common Language
Modern common usage (Wiktionary): A person who keeps records, takes notes, and handles general clerical work; also, the head of a department of government; a managerial or leading position in certain non-profit organizations such as political parties and trade unions.
Historical common usage (Webster's 1913): One who keeps or is entrusted with secrets; a person employed to write orders, letters, dispatches, public or private papers, and records; an official scribe or amanuensis who attends to correspondence and transacts business for an association, public body, or individual.
The gap between common and legal meaning is contextual rather than definitional. In ordinary modern speech, "secretary" most often suggests clerical or administrative support work of relatively low organizational rank. In law, the term spans a wide authority spectrum — from a government department head exercising broad executive power, to a corporate officer with formal legal duties, to a historical scribe with no independent authority. Researchers reading older sources should not assume that "secretary" signals a subordinate role.
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Common Confusion
SECRETARY vs. SECONDARY. Black's Law Dictionary (2nd Ed.) includes an entry for "secondary" — an officer next to the chief officer in certain English courts, including the King's Bench — immediately adjacent to material on "secretary." These are unrelated offices. The secondary was an English court officer abolished by statute (7 William IV & 1 Victoria, c. 30); a secretary is an officer of an entity or government department. The proximity of these terms in historical dictionaries and their surface similarity in spelling can mislead researchers working with older English legal sources.
SECRETARY (corporate) vs. OFFICER GENERALLY. A corporate secretary is a specific officer with defined duties. Not every officer who keeps records qualifies as a secretary, and a secretary's authority to bind the corporation — for example, by certifying documents — has been specifically litigated. Historical sources note that a secretary of a banking company is not a certifying officer for certain statutory purposes, and that a secretary who signs a lottery ticket is not thereby personally liable to the holder on the instrument.
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Why It Matters in Research
The term's authority level is entirely context-dependent, and conflating the contexts produces research errors. A case discussing whether a "secretary's" act binds a corporation says nothing useful about whether a cabinet secretary's action is reviewable under administrative law, and vice versa.
In corporate records and older business law sources, the critical research question is usually scope of authority: what could a secretary bind the entity to do, and what required additional officer approval or board action? Historical cases establish that secretaries of banking companies and similar entities had limited certifying authority, and these limitations were jurisdiction-specific. Researchers working in banking, insurance, or financial regulatory history should check whether the secretary's action in question fell within recognized authority for that entity type.
In public law research, "Secretary" as a title of a government department head appears consistently from the founding era forward in federal sources, but the specific departments, their names, and their statutory mandates have changed substantially. "Secretary of War" became "Secretary of Defense"; "Secretary of Health, Education, and Welfare" was reorganized into separate departments. Researchers tracking administrative decisions or agency authority must confirm which department and which statutory framework applied at the relevant time.
In older English legal sources, references to a "secretary" may mean a royal secretary, a secretary of state in the English constitutional sense, or a mere scribe — roles with very different legal significance. Bouvier traces the term's English use to the clerks of the king called "clerks of the secret," with "secretary of state" emerging in the reign of Henry VIII. This genealogy matters when interpreting pre-colonial or early American sources that imported English terminology.
State-level research adds another layer: the Secretary of State in most American jurisdictions is an elected or appointed constitutional officer with duties over elections, corporate filings, and official records. This office has no precise federal analog and its powers vary substantially by state constitution and statute.
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Historical Dictionary Support
The historical dictionaries converge on the corporate-officer and government-department-head definitions but differ in emphasis and historical texture.
Black's (1st Ed.) is the most operationally useful for modern research, correctly identifying the dual meaning — corporate records officer and executive department head — without elaboration. It is incomplete in omitting the public law dimensions of the Secretary's authority and any treatment of the secretary's scope of agency.
Bouvier provides the most historically grounded account, tracing the term to French usage in 1343 and English royal administration, where clerks of the king were called "clerks of the secret" because of their proximity to confidential royal affairs. The derivation from secrecy is linguistically instructive and explains why older sources treat a secretary as one necessarily entrusted with confidential matters — not merely an administrator.
Rapalje & Lawrence is distinctively practical, noting specific case law limitations: a secretary of a banking company is not a certifying officer, and a secretary who signs a lottery ticket is not personally liable to the holder. These narrow propositions reflect the functional limits courts placed on secretarial authority and are useful anchors for researching corporate officer liability in the nineteenth century.
Anderson's Dictionary of Law offers only cross-references (to Agent, Department, Descriptio, Directors) without substantive definition — a gap that reflects the term's assumed familiarity in practice rather than any deficiency in the term's legal significance.
Black's (2nd Ed.) material, while labeled under "secretary," is largely concerned with "secondary" — a separate English court office — and should be read with care to avoid conflation.
None of the historical dictionaries adequately address the administrative law dimensions of the Secretary as a department head — the delegation of authority, rulemaking, and reviewability questions that dominate modern public law treatment of secretarial offices. Researchers in that domain must move beyond dictionary sources to statutory and regulatory materials.
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Jurisdictional Note
At the federal level, "Secretary" designates cabinet department heads whose authority is defined by Congress and the executive. At the state level, "Secretary of State" is a constitutional officer in most states with distinct election, filing, and records duties — but the office's powers vary significantly by state. In corporate law, the duties and authority of a corporate secretary are shaped by the law of the state of incorporation and the entity's governing documents, not a uniform national standard.
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Encyclopedia Cross-Reference
See Law Mind Encyclopedia: Corporate Officers and Authority; Executive Departments and Cabinet Officers; Agency and Apparent Authority.
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