What do corporate secretaries do? And what is their background?

Note, I’m not talking about administrative assistants who work in a coporation, but the corporate secretary who is an officer of the corporation. From the limited information I have, it seems as though they’re often attorneys at law or at least non-practicing JD’s. At the same time, one such attorney who was the corporate secretary at a company where I was once employed, had been “employed at several law firms over two years”. Either that was a typo, or it doesn’t say much about his staying power in his previous positions.

So what’s the deal with being a corporate secretary? Is it a sinecure, or just something that one of the executives takes on as part of his duties, or do the secretarial duties make up a full-time position? Is it a coveted position, or something that people try to avoid?

From Black’s Law Dictionary (7th ed. 1999):

A corporate secretary is not a sinecure, but neither is it a full-time job in most corporations. The secretary is often an attorney – either a corporate counsel employed full-time in the corporate legal department, or an attorney practicing with the firm that serves as the corporation’s primary outside counsel.

Sometimes the secretaryship is a desirable job because, as a corporate officer, the secretary serves on the executive committee and participates in significant decisions about such matters as corporate policy, strategy, hiring, and compensation. Often in such cases, a corporate executive holds the title, but the secretary’s ministerial functions are performed by an “assistant secretary” who is an attorney.