Board Governance for Administrative Pros: Own the Role

What does board governance actually mean for administrative professionals?

Board governance for administrative professionals means understanding how your board makes decisions, what it’s legally responsible for, and how your role supports that work day to day. When you grasp the structure, vocabulary, and risks, you stop “just taking minutes” and become a trusted governance advisor.

In this session, Carissa Burgett lays out what that looks like in real life. She’s chair-elect of the IAAP Foundation Board of Directors (and on track to be its youngest chair), assistant to the president and board administrator at the Pennsylvania Chamber of Business and Industry, CAP certified, a three-time Admin Awards finalist, and a global trainer and speaker. When she says board work is a second career, not a side task, she’s speaking from inside the role.

Carissa started with a tiny four-person board at a small Pennsylvania organization, where one director was 97 years old and her unofficial job was keeping him awake and safely to his car after meetings. Today, she supports a board of 62 directors, nine committees, six subsidiaries, and statewide events that run three to four days at a time—while also running the office of the president. The stakes, complexity, and expectations are completely different.

That jump illustrates why understanding governance matters. Boards have fiduciary duty: they approve strategy, budgets, CEO performance, and high-risk decisions. When governance goes wrong—think of high-profile safety or ethics scandals—it’s often because boards treated oversight as a checkbox instead of a real job. If you support that board, you’re part of the system that keeps them honest, prepared, and compliant.

How can administrative professionals tell if a board is advisory or working?

You can’t support a board well—or prepare your executive to serve on one—if you don’t know what kind of board it is. Start by asking and documenting a simple question: is this an advisory board or a working board, and what legal responsibilities come with each seat?

Advisory boards are exactly what they sound like: they mentor, give expert insight, and offer feedback. They don’t vote, don’t carry legal or financial liability for the organization, and don’t approve budgets or strategic plans. Carissa points to admin-focused advisory boards like those attached to professional associations or recognition programs as great first steps if you want board experience without legal responsibility.

Working boards are different. They approve strategic plans, annual budgets, and major initiatives. They oversee the CEO or president, and they are on the hook legally and ethically if something goes wrong. Every 501(c)(3) foundation and 501(c)(6) business association in the U.S. must have a board of directors, and those directors sign on to real fiduciary duties.

Practically, that means:

• Directors sign responsibility documents outlining meeting attendance, dues or assessments, and expectations.
• They complete annual conflict-of-interest statements.
• Their votes on motions are legally binding and can be scrutinized later.

As an administrative professional or executive assistant, you can bring clarity just by mapping this out. Create a one-page sheet for your executive: board type, legal status (for example, 501(c)(3)), whether there’s personal financial liability, and time expectations. That alone can keep them from saying yes to the wrong kind of commitment.

Where should a board administrator’s job start—and how should it show up in your title and pay?

If 50–60% of your week is spent on board work, you aren’t “just” an executive assistant anymore. You’re doing a second job as board administrator or corporate secretary, and that should be visible in your title, scope, and compensation.

At the Pennsylvania Chamber, Carissa’s title is assistant to the president and board administrator. That pairing is honest about the reality of her workload. As she puts it, “It's two full- time jobs as I deal with both the office of the president and the board.” She’s not being dramatic; she’s describing what many of you are already living.

Her point is blunt: a lot of administrative professionals are quietly running their company’s board infrastructure—building agendas, compiling board books, managing conflicts-of-interest, tracking terms and quorums—without any recognition in their job title. Even worse, salary benchmarks often ignore that second role entirely, which drags down pay.

Carissa’s recommendation is practical:

• Audit your role. Estimate what percentage of your time goes to board work vs. executive support. Be honest; many admins find it’s more than half.
• Document responsibilities separately. Create one list for “office of the president” work and one for “board administration.” Include governance-heavy tasks: bylaws tracking, coordinating audits, minute-taking, committee coordination, and board portal management.
• Build a small business case. She researched market data for roles like “board administrator,” “corporate secretary,” and “governance professional,” then compared that to her pay. That data anchored her ask.
• Propose a title and compensation change. Bring your executive a concrete plan: updated title, revised job description, and a salary range that reflects both jobs.

This isn’t about vanity. It’s about aligning your role with the risk, complexity, and value of the work you already do.

Which board governance rules do executive assistants really need to know?

You don’t need to memorize a 700-page parliamentary manual to be dangerous. You do need to understand the handful of governance rules that govern every boardroom you’ll ever touch.

Most U.S.-based boards cite Robert’s Rules of Order as their parliamentary authority. Originally published in 1876 and now the most widely used manual of procedure in the U.S., it exists to help groups make deliberate, fair decisions and keep order. As one practical guide for nonprofits explains, “The purpose of parliamentary procedure isn't formality for its own sake. It exists to ensure that decisions are made deliberately, that everyone has a chance to participate, and that the outcome is unambiguous” (Board Manager).

Carissa recommends a “Quick Start” guide to Robert’s Rules and, where available, simplified modern rulebooks that explain:

• How to make, second, and vote on motions.
• What “quorum” means and how many directors you need in the room.
• How to use consent agendas to group routine items into one motion.
• When directors should abstain from a vote because of conflicts of interest.

There’s a second layer most admins never see but should: articles of incorporation and bylaws. Articles sit at the top—they create the organization and define that a board must exist. Bylaws come next: they spell out term limits, meeting frequency, how quorum is calculated, officer roles, and whether virtual meetings are allowed.

Carissa read all seven sets of bylaws across her organization over a holiday break. That’s how she noticed that virtual meetings weren’t actually permitted—meaning early pandemic-era board meetings technically violated the rules and their motions didn’t count. Once she raised it, the board amended the bylaws and ratified those decisions correctly.

Knowing this much governance makes you the person who keeps everyone out of trouble. That’s not “extra credit”; it’s leverage.

How can administrative professionals plan board meetings that directors actually value?

Well-run board meetings don’t happen by accident. They’re the result of thoughtful agendas, clear decision points, and logistics handled so well that directors can focus on the work instead of the coffee.

On the agenda side, Carissa leans on a simple but powerful model:

• Call to order and consent agenda (approve minutes, routine reports in one motion).
• Key strategic reports and decisions when people are freshest.
• Unfinished and new business.
• Open discussion and Q&A so directors can actually contribute, not just sit through slide decks.

Governance experts note that modern “company secretaries” and governance professionals shape strategy-focused agendas and become “a key governance professional” for the chair and CEO (Arthur Cox LLP). That’s exactly the space an experienced administrative professional can step into.

Operationally, Carissa treats every board cycle like an event series:

• She builds meeting requirements documents that cover room sets, AV, food (with dietary and religious needs in mind), materials, and timing.
• She plans locations one to two years out and thinks about the experience, not just the hotel rate.
• She centralizes board materials in a portal so she’s not chasing dozens of email threads or resending agendas.

One more point she’s unapologetic about: get yourself physically to the table. In her early days, she was told never to speak in meetings and was seated at the back of the room. That setup failed the board. Now she sits beside the chair, passes notes in real time, manages time, and occasionally answers questions directly from directors. That’s not overstepping; it’s what a governance professional does.

Board governance FAQ for administrative professionals

How do I know if my board work should be in my job title?

If board-related work reliably eats a third or more of your time—or you’re responsible for agendas, minutes, board books, or committee coordination—it belongs in your title. Separate your board tasks from your executive support tasks, quantify the time, and take that breakdown to your executive with a clear title and pay proposal.

Do I really need to read our bylaws as an executive assistant?

Yes. You don’t have to become a lawyer, but you should know what your bylaws say about quorum, term limits, officer roles, meeting frequency, and whether virtual meetings are permitted. That knowledge lets you quietly catch issues before they become legal problems or embarrassing walk-backs.

What’s the fastest way to level up my board governance skills?

Start with a short guide to Robert’s Rules, then read your own organization’s bylaws and a recent set of board minutes side by side. As you go, build a glossary of terms—quorum, consent agenda, abstention, subsidiary, committee charter—with one-line explanations. Within a few meetings, patterns will click and your executive will start treating you as their governance translator.

Can administrative professionals realistically serve on boards themselves?

Yes, especially on advisory boards, professional association boards, and nonprofit working boards. Carissa’s own path—from career admin to foundation chair-elect—proves it. If you’ve been quietly running a board from the sidelines, you already understand more governance than many first-time directors.

Carissa leaves admins with one line worth taping above your monitor: “Courage is messy, fear is universal, and kindness is always the answer.” Board governance is serious work, but it’s also a space where your skills, judgment, and steadiness are desperately needed.

If you want to see how all of this plays out in the room—and steal more of Carissa’s templates—watch the full session in the Admin Awards Institute library.