The Assistant Corporate Secretary II position requires expertise to support the Governance Department, Corporate Secretary and Assistant Corporate Secretary I in all duties related to Governance functions. The Assistant Corporate Secretary II position requires the ability to work with knowledge of legal-related work in corporate and subsidiary governance, such as governance practices/processes, drafting of corporate board and subsidiary resolutions, minutes, written consents, secretary's certificates, acquisitions, and other transactions, and corporate administration. This position requires the ability to work collaboratively and cooperatively with the CHRISTUS executives, senior leadership, management, physicians, and other related CHRISTUS Associates across corporate and regional departments, as they relate to respective boards and committees. This position works in conjunction with and under the supervision of the Department Director and Corporate Secretary, but with judgment for taking appropriate activities independently. This role must be able to work collaboratively and cooperatively with Legal & Governance Services team associates and entity management to achieve results.
Assists Corporate Secretary and Assistant Corporate Secretary in supporting and managing assigned subsidiary Boards, Committees, Partnerships, and Memberships
Serves as an inter-departmental focal point of communication and engagement on corporate governance issues, for internal and external corporate and regional departments, including internal and external physicians who serve on various boards
Direct governance support to Corporate level departments including CHRISTUS Physician Enterprises, CHRISTUS Continuing Care, Ambulatory Strategies Physician Group (and Louisiana), and all assigned Ambulatory entities housed within the listed departments
Direct governance support to individual executives, senior leadership and management throughout various corporate departments, including, but not limited to C-Suite executives, Ambulatory Services, Business Development, Strategy, Mission, Human Resources, International, Audit, Health Plan, various Physician Groups, Finance, Operations, Quality/Credentialing, Tax, Treasury.
Responsible for having a comprehensive working knowledge of each departmental area as it relates to specific boards and committees for the purpose of managing and conducting entity business, including but not limited to: Medicare, Medicaid, healthcare plans, audit, internal and external third-party auditors, ambulatory, urgent care, homecare, LTACH, physician services, Financials/Operations, Quality/Credentialing, Tax, Legal as it relates to each department
Responsible for execution of governance matters relating to Subsidiary management
Responsible for identifying and notifying the board of various business matters pertaining to shareholder and joint venture governance issues
Responsible for governance oversight and maintaining knowledge of joint venture operating agreements and other related governance documents to ensure proper execution of required board and committee approvals in conjunction with ongoing business and operations decisions
Ensures integrity of the governance support framework for governing boards/committees
Responsible for efficient administration of entity boards/committees
Responsible for implementing and communicating decisions made by the board/committee
Serves as governance liaison for officers, managers and directors of boards and committees
Responsible for maintaining board/committee functions as it relates to compliance with established charters or bylaws
Responsible for drafting/revising board/committee minutes, related support documentation, and notifications in collaboration with leadership
Independently prepare notices of meetings and document meeting transactions in a matter that describes the depth to which a committee evaluated a material issue and the presence of dissenting views and votes, if any.
Lead the planning and coordination of Committee and Partnership / Membership meetings, including agenda preparation, review of materials and ensuring timely delivery of materials to Committees and Management;
Independently prepare, gather, and distribute materials and presentations for Board-level committee meetings, and all boards/committees listed above, and assist with Board, Partnership / Membership and committee meetings
File and maintain corporate organizational documents and minutes, work with Corporate Secretary to gain a thorough knowledge on interpreting and applying bylaw provisions and the company's business and history
Research status of assigned corporations, coordinate, review, and assist in dissolution procedures, whenever necessary
Draft and file articles of incorporation, articles of dissolution, mergers, trademarks and assumed names in coordination with internal and external attorneys
Compile, organize, index, and electronically archive all meeting minutes, support documents, and governance documents appropriately per governance standards
Conduct legal document research, retrieving information, and investigative skills and write historical data on various projects
Assist and produce appropriate documentation in due diligence investigations in collaboration with other corporate and regional departments
Build positive relationships within team, with entity contacts, senior leaders, directors, and office work team as necessary to perform duties and to achieve results while upholding a high level of confidentiality
Up to 30% travel is required
Bachelor's Degree with a major in business desired.
Through knowledge of governance processes, as well as understanding of corporate organization and health care, construction, and real estate records
Three to Five or more years' experience in corporate and subsidiary governance related work and exposure to legal settings.
Drafting and editing of corporate bylaws
Excellent organization, writing and interpersonal skills, with the ability to take detailed notes and write an accurate, concise, and to-the-point minutes to account of what happened at meetings
Organizational skills with the ability to handle priority projects simultaneously within tight deadlines and is proactive in preventing problems, good follow through on projects/issues, and an attention to detail.
Ability to handle confidential information in a mature, professional, and completely confidential manner.
Proficiency in Word, database management, and Excel
Healthcare and/or ambulatory experience preferred
C. Licenses, Registrations, or Certifications:
Paralegal Certificate from an accredited paralegal program or equivalent corporate paralegal experience preferred.
CHRISTUS HEALTH is an international Catholic, faith-based, not-for-profit health system comprised of almost more than 600 services and facilities, including more than 60 hospitals and long-term care facilities, 350 clinics and outpatient centers, and dozens of other health ministries and ventures. CHRISTUS operates in 6 U.S. states, Colombia, Chile and 6 states in Mexico. To support our health care ministry, CHRISTUS Health employs approximately 45,000 Associates and has more than 15,000 physicians on medical staffs who provide care and support for patients. CHRISTUS Health is listed among the top ten largest Catholic health systems in the United States.