i need to know the legal implications of secretary losing the club"s minutes book and his defense?

Answer 1

It really depends on your club's bylaws. Many standard bylaws do grant immunity to officers and directors of a corporation. Whether negligence is covered (I'm assuming that's how he lost the book), depends on the wording of your bylaws.

Some bylaws also require the corporation to have insurance that covers acts and omissions by corporate officers and directors. You might want to check with an attorney in your area to see if and how your corporation may be covered.

I'm not sure how one loses corporate papers - unless there was a fire or burglary, seems kind of strange. Sorry for your loss.

This might be a good time to require the books and corporate papers be kept by an attorney or in a secure place.

Answer 2

If this is a volunteer position then I guess the Secretary could get a reduction in the paycheck....LOL....Sorry I couldn't resist. As I am also a volunteer, for a bzillion years. The Board of Directors could ask the Secretary to step down which would be unreasonable. Now in the flip side, accidents happen to the best of us so it can be overlooked.
Now if the Secretary did the proper job, each Board Member after each meeting would have received a copy of the minutes keeping up with the current issues, and decisions therefore, only the last meeting would have been unrecorded. Putting together another Minutes Book would of course start over with an explanation of the lost book and recorded Minutes. Not a critical problem, for the Secretary, but they must be more careful. Also, another solution is to have each and every meeting recorded verbatim on a Tape Recorder and kept by another member of the Board. This at least insures all the minutes as recorded.
I do not see any legal defense needed here, if the Secretary gets his car stolen with the Minutes Book in the car, and it is totally destroyed.....there is no fault to the Secretary, and is seen as an unpredictable situation. Just have the Board take different precautions to avoid it in the future.