Board of Directors Secretary (Part-Time)

Location: Melrose Park, IL
Schedule: Approximately 15–20 hours per month
Employment Type: W2 employee or Independent Consultant

Position Overview

Pan American Bank & Trust is seeking a highly organized and detail-oriented Board of Directors Secretary to support its Board of Directors and affiliated holding company.

This role is responsible for ensuring accurate, well-documented Board records that reflect strong corporate governance and regulatory compliance expectations. Working closely with executive leadership, the Board Secretary will play a key role in supporting effective Board oversight, maintaining audit and exam-ready documentation, and facilitating efficient Board operations.

This is an ideal opportunity for an experienced banking, legal, or governance professional seeking a flexible, part-time role.

Key Responsibilities

Board & Committee Administration

Coordinate logistics and scheduling for Board of Directors meetings for the Bank and Bank Holding Company.
Work with Executive Management to prepare and distribute agendas and board packages that clearly support informed decision-making and regulatory expectations for board oversight.

Record detailed, accurate minutes that reflect Board deliberations, challenges, and decisions—consistent with examiner expectations.

Regulatory & Supervisory Compliance

Maintain Board documentation in accordance with guidance from the FDIC and Federal Reserve, including evidence of active oversight of:

Risk management
Credit quality and loan approvals
Capital adequacy and liquidity
Compliance and internal controls
Annual review and approval of policies
Required annual reporting to the Board on regulatory matters

Assist Executive Management in organizing and providing Board minutes, packages, and governance records for regulatory examinations.

Assist Executive Management in responding to Matters Requiring Attention (MRAs), Matters Requiring Immediate Attention (MRIAs), and examination findings by documenting Board-level involvement and reporting in meeting minutes.

Work with Executive Management and outside counsel to ensure Board records demonstrate adherence to “safety and soundness” expectations.

Corporate Governance & Holding Company & Entity Management

Maintain independence and documentation standards expected of Board oversight in a regulated institution.
Maintain corporate records for the bank holding company and all subsidiaries.
Assist Executive Management with shareholder records and support annual shareholder meetings, including preparation of minutes and resolutions.
Ensure clear separation and documentation between bank and holding company governance activities where required.

Documentation & Records Management

Maintain official minute books, resolutions, and governance records in accordance with regulatory retention requirements.
Ensure records are audit-ready and clearly demonstrate Board oversight and challenge.
Administer and manage Board portal systems to securely distribute materials and archive records.

Board Communication & Support

Support the Board Chair in setting agendas that reflect key risk, compliance, and strategic priorities.
Ensure Board members receive timely, relevant, and concise information to fulfill fiduciary responsibilities.
Monitor and report on attendance, quorum, and voting documentation.

Qualifications

Education

Associate or Bachelor’s degree in Business, Finance, Accounting, or related field required.
Paralegal certification, Certified Corporate Secretary (CCS), or Juris Doctor (JD) preferred.

Experience

5+ years of experience in banking, legal, compliance, or corporate governance.
Direct experience supporting a Board of Directors, preferably within a community bank or regulated financial institution.
Familiarity with FDIC and Federal Reserve examination processes strongly preferred.
Experience with bank holding company structures and regulatory reporting is a plus.

Skills & Competencies

Strong understanding of community bank governance and regulatory expectations.
Ability to prepare minutes that withstand regulatory scrutiny (clear, complete, and reflective of Board oversight).
High attention to detail and strong organizational skills.
Excellent written communication, especially for formal documentation.
Ability to manage sensitive and confidential information.
Proficiency in board management software (OnBoard or similar) and Microsoft Office Suite.

Key Attributes

Demonstrates sound judgment
Highly organized and deadline-driven
Discreet and trustworthy with confidential Board matters
Comfortable interacting with senior leadership and regulators
Proactive in identifying governance gaps or documentation weaknesses

Pay: From $3,000.00 per month

Work Location: In person

Pan American Bank & Trust

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