Careers

Carver Federal Savings Bank

Corporate Secretary

FLSA:                      Exempt
Department:        Legal
Report to:           Legal Counsel 


Position Summary:
The Corporate Secretary is a senior officer of Carver, with critical responsibilities including: communications liaison between the Board of Directors, management and stockholders; manager of external vendors, particularly outsourced legal counsel; contact with regulatory authorities and securities exchanges; keeper of corporate documents; and manager of related administrative duties. 
 
Essential Duties and Responsibilities:
 

• Board and Committees: Supports the Board of Directors in execution of its fiduciary responsibilities, including corporate governance reviews, meeting reporting and other regulatory requirements, and providing information on best practices.  Coordinates Board and Board Committee calendar, preparation of briefing materials in conjunction with the executive management team, and documentation of meetings including drafting minutes and related follow up.
• Compliance/Regulatory Requirements: Prepares critical regulatory and legal filings including the Proxy Statement and related D&O Questionnaires, Annual Report to Stockholders and various bank regulatory filings, including Forms S1, 8K and Section 16 Filings (3, 4 and 5). Works with proxy solicitor, stock transfer agent, the NASDAQ and others to facilitate proxies and execution of the Annual Meeting of Stockholders. Manages and execute compensation related SEC filings of directors and executive officers.
• Litigation: In consultation with General Counsel, oversees the Company’s bank-wide litigation matters and manages outside counsel.  Reports on status of litigation to Board of Directors and executive management; provides litigation summaries for financial reporting.  Processes and tracks subpoenas and regulatory agency requests; coordinates handling with other departments as needed.  
• Corporate Records: Assures that important corporate records, including various board and committee charters and policy manuals, are prepared and retained in accordance with applicable law and sound business practices. Maintains corporate calendar for a wide range of corporate activities.  Manages incoming and outgoing mail for Corporate Secretary’s Office and Board of Directors, including information subpoenas, letters and regulatory notices, investor communications and other corporate matters. Maintains corporate governance elements of the Company’s investor relations website.
• Corporate Transactions: Review and draft contracts, securities offering documents, confidentiality agreements and vendor agreements, as necessary.
• External Vendors: Oversees various vendors in executing a wide range of duties.
• Other: Manages the Company’s corporate insurance program.
• Special Projects: May include a range of activities including developing a Bank-wide corporate calendar and Carver archive to document its history.

• Legal Assistant
• Outsourced vendors

• Extensive knowledge of thrift/bank legal, regulatory and securities law with particular familiarity with the OCC, FRB, FDIC and the SEC.
• Demonstrated presence and excellent communication skills, written and verbal, consistent with commanding the respect of a Board of Directors and executive management team while representing the Company with its most significant external constituents.
• Ability to make sound judgments with limited information.
• Extremely detail oriented.
• Comfort with challenging the “status quo” and leading positive change.
• Positive attitude, good sense of humor and ability to collaborate well with others, especially when the going gets tough.
• Able to multi-task and plan ahead.
• Admitted to the New York State Bar is a plus.
• 7-10 years of experience at increasing levels of responsibility in banking-related legal matters.