Corporate Secretary

At ScionHealth, we empower our caregivers to do what they do best. We value every voice by caring deeply for every patient and each other. We show courage by running toward the challenge and we lean into new ideas by embracing curiosity and question asking. Together, we create our culture by living our values in our day-to-day interactions with our patients and teammates.

Job Summary

• The Corporate Secretary will assist the Corporate Secretary with administrative, organizational, and operational tasks related to board governance, management of corporate actions, regulatory compliance, and corporate secretarial duties. This role involves supporting the board of directors through preparation and distribution of meeting materials, maintenance of corporate records, and adherence to legal and regulatory requirements for the operation of the company.

Essential Functions

Board Support

• Coordinate logistics for board and committee meetings, including venue and attendance
• Prepare, in collaboration with the CEO and General Counsel, meeting agendas, minutes, and resolutions for board and committee meetings, and distribute them to appropriate recipients
• Maintain the minute books for all subsidiary boards
• Serve as a point of contact for board members, providing information and support
• Assist with onboarding new directors and providing training on corporate governance and procedures

Corporate Governance

• Manage the preparation and filing of documents for corporate formation and registration in all operating states
• In collaboration with the company’s Tax Department, obtain Federal Employer Identification Numbers on behalf of each new legal entity and keep the IRS records updated to reflect changes in entity structure, as needed
• Manage the d/b/a registration and renewal processes on behalf of each subsidiary, including coordinating the annual review by hospital CEOs and marketing personnel
• Maintain and manage all corporate entity records, including formation, governance, and operational documents, shareholder information, licensure and other relevant materials
• Work with the company’s registered agent to prepare and file annual reports for the company and all subsidiaries and ensure the legal entities remain active and good standing at all times
• Ensure that the company’s organizational charts and subsidiary lists are maintained and updated, as necessary

Compliance

• Ensure compliance with corporate governance guidelines, regulatory requirements, and company policies
• Participate in the development and maintenance of education and training materials for the company’s work force related to corporate entity requirements and processes

Research and Analysis

• Research legal and regulatory requirements, analyze data, and provide information to the Corporate Secretary and board members
• Support the due diligence needs of the Development Team in the analysis of target companies and potential joint venture partners

Drafting

• Draft and revise corporate formation and governance documents and board and committee charters, policies and procedures
• Assist with the preparation and maintenance of intercompany agreements, including management services agreements and employee leasing agreements

Other Duties

• Work collaboratively with all Legal Department team members and other departments and functions to ensure seamless corporate entity operations
• Provide litigation support, including serving as the corporate representative for depositions and producing affidavits and records related to the company and its affiliated corporate entities
• Complete other duties as assigned by the General Counsel and Corporate Secretary, including assisting with legal department management matters as needed

Knowledge/Skills/Abilities/Expectations

• Knowledge of corporate laws, regulations, and governance best practices
• Familiarity with Microsoft Office products, databases and other technology used to support corporate governance
• Effective organizational skills and ability to manage multiple projects concurrently
• Must possess and demonstrate the highest level of personal integrity and professional judgment and be able to work in a collaborative and respectful manner with the Legal Department, the corporate office teams, outside vendors and law firms
• Experience providing corporate governance services to a healthcare company
• Knowledge of and experience with the formation of corporate entities and creation and submission to states of annual reports and changes of corporate entity information

Education

• Paralegal Certificate
• Bachelor's Degree in healthcare administration, corporate law, or related field preferred

Licenses/Certifications

• None Required

Experience

• 5+ years prior experience in corporate governance or related areas