The Company Secretary makes the arrangements for the meetings, including AGMs, and keeps formal records of the group’s process and decisions: the minutes of the meeting. This may occasionally include keeping records of correspondence.
The Secretary’s duties in reference to the meetings of the Board of Directors and Shareholders before the meeting is held, on the meeting and after the meeting are described below:
Duties of Company Secretary before the Meeting:
There are plenty of things that the secretary must know before a gathering, most of which may easily be came upon by asking the person attributable to chair the meeting.
A very powerful are:
- To draft the notice regarding the holding of the meeting in consultation with the chairman and issue at the best time.
- In an effort to prevent the unauthorized person to attend the overall meetings of the shareholders, Admit Card could also be issued to the members together with the notice of the meeting. The Secretary should see that such Admit Card are printed in time to enable him to send them to the members together with the notice.
- Whether it is the meeting of Board of Directors, he should prepare the agenda under the directions of the chairman. If, nonetheless, it’s the overall meeting, he should draft the agenda under the directions of the Board in consultation with the chairman. There could also be other individuals who have a right so as to add items to the agenda.
- The secretary has a task in ensuring that the agenda shouldn’t be overloaded, which can include discussing with the chair and others what may very well be postponed to a later meeting, and what may very well be covered in a written report.
- He should know which variety of notes or minutes are required (a) Formal Minutes that set out who said what, or (b) Transient Notes that record the agreed actions.
- He should know the time-frame for the production and circulation of notes or minutes after the meeting.
- He should know the method for clearing the notes for publication (a) Some chairs prefer to approve minutes before they’re sent further. (b) Others prefer them to be circulated to several key attendees at the identical time.
- He must see that the proceeding of the previous meeting have been recorded within the minute book.
- He should scrutinize the proxy forms which have been received throughout the prescribed time and register them since the members have a right to examine the proxy forms during business hours.
- He should see that the arrangement has been made for accommodating the members at a gathering including finding a venue and arranging for suitable refreshments and any AV facilities. He must also see that stationary or the ballot papers which could also be required on the meeting by the members can be found at the moment.
- Additionally it is value checking out who is predicted to attend, the organizations that they represent, and a number of the issues which have been raised at previous meetings. This can help understand what is going on on. This may be done by taking a look at past minutes of meetings, and likewise asking the chair what’s more likely to be discussed.
- The secretary is accountable for sending out the papers for the meeting. This can include, but shouldn’t be limited to, the agenda, the minutes of the last meeting, and any papers for discussion or information.
Duties of Company Secretary on the meeting:
On the day of the meeting, there are several things that the secretary might want to do:
- Be certain to know who is predicted to attend the meeting and a listing of attendees is provided to the safety guards of the constructing.
- Get to the venue early and check that every part is OK. Be certain that every part is there, the room is laid out appropriately, any AV equipment is working, there are enough chairs, and any refreshments have arrived.
- Give some thought to who sits where, and even mark out a seating plan, as this makes an enormous difference to the way in which that the meeting runs. Be sure that the chair is sitting centrally and that secretary is seated next to them.
- Be certain to have loads of spare copies of papers for many who have not brought a duplicate. If there are a number of papers it might be appropriate to rearrange them in a folder using page/section numbers in order that participants can easily find papers related to the present discussion.
- If name badges are used, set them out in alphabetical order on a table by the door, where attendees can pick them up as they arrive.
- The Secretary should see that the attendance register of members is kept ready at the doorway of the hall where the meeting is to be held. The register is to be signed by the members before they’re admitted to the meeting, after showing the admit card, if any. In case of proxies, the assistants should compare the signatures of the individuals (proxy) with that on the proxy form. In case of the Board Meetings, since there are a couple of directors and the Secretary knows them personally, the attendance register of Directors or a paper on which the names of the administrators is typed, is circulated amongst the members for his or her signatures before the commencement of the meeting. He should see that only directors who’re present have signed because the administrators sitting fee, if any, needs to be paid only to those directors who’re present and have signed.
- The signatures within the attendance register of the members will enable the chairman to see whether or not the quorum is present.
- When the chairman is satisfied that the quorum is present, he authorizes the Secretary to read the notice issued regarding the meeting and the apologies for absence by some members on the meeting.
- After having read the notice calling the meeting, the Secretary is permitted to read the minutes of the previous meeting and the chairman asks the members as as to if the minutes needs to be adopted. After the minutes of the previous meeting have been approved, the Secretary should get the minutes signed by the chairman.
- The Secretary should supply the needed information, reports, documents, letters etc. to the chairman based on the item of agenda.
- If any point on Company Law is raised, the Secretary should assist the chairman and for that purpose he should reference the Corporations Act.
- He has to assist the chairman in counting the votes, conduct of poll, if demanded by the members. For this purpose he asks his assistants to be available in order that they might assist him in case of need.
- He has also to take notices of the proceeding of the meeting, any resolution passed, who proposed and seconded the motion, what number of votes were forged in favor and against the motion etc.
Taking the Minutes of a Meeting:
Welcome and Introductions
The minutes include a full list of those present, and all who sent apologies.
To save lots of you scribbling frantically as people introduce themselves across the table, flow into a sign-up sheet asking people to present their names, organizations and call details. Note down any apologies for absence provided during introductions: people often introduce themselves as “So-and-so’s alternative and, by the way in which, he/she sends their apologies”.
The Essential Business
The strategy of taking notes within the meeting is determined by how formal the minutes should be.
If reporting only a temporary summary of the discussion, plus any motion points, then hearken to the discussion after which summarize it in note form.
If writing the important points made by individual speakers, then make a fuller set of notes, including the speakers’ names or initials.
It is a matter of selection whether to make use of a laptop or pen and paper to make notes, even though it’s as well to ascertain with the chair prematurely especially in a paid role.
Supporting the Process
It’s the job of the chair to administer the means of the meeting, but there are several things that the secretary can do to assist.
These include:
- Quietly pass a note to the chair highlighting any issues with the timing of the agenda, or slippage, or when coffee is attributable to arrive.
- Recap and summarize the discussion. This is especially helpful when individuals are beginning to make the identical points again.
- Ask for clarification of a specific point in the event you don’t understand it. The chances are high that in the event you don’t, others won’t either and, anyway, it is advisable to understand it to minute it appropriately.
- Once an motion has been agreed, check who’s going to undertake it. It shouldn’t be unusual for a gathering to agree that motion is needed, and what that motion is, without assigning who’s accountable for it. The Secretary can be certain that this doesn’t occur.
Depending on the variety of organization, it’s probably best to debate these responsibilities with the chair prematurely to make certain that your intervention will probably be welcomed.
Duties of Company Secretary after the Meeting:
It is best to begin writing minutes as soon as possible after the meeting.
Minutes should follow the order of the agenda. Even when someone revisited a specific topic in a while within the meeting, that discussion needs to be included under the unique agenda item. Include all the important thing points made in discussion, any decisions made and actions agreed, along with who’s accountable for actions.
Minutes are almost at all times written previously tense, and frequently within the passive voice (“X set out that y needed to occur; it was agreed that Z could be responsible”). Use ‘would’ quite than ‘will’ for what’s going to occur, especially with formal minutes.
It’s a matter of favor whether first names, titles plus surnames, or initials are used to consult with those speaking. Check with the chair, or have a look at past minutes to see what has been done before, and use the identical approach consistently.
Checking and Approving
It’s advisable to send the minutes to at least one or two trusted people to ascertain and comment on before circulating them more widely. One in every of these people is the chair. Once the minutes have been approved by the chair, they may be circulated more widely to the attendees and, if needed, published on a web site. Remember that attendees may need to correct any errors, and corrections will should be incorporated in the following set of minutes.
He should take needed motion on the choices taken on the meeting e.g. issue of dividend warrants in case of declaration of the dividend, issue of letters of regret, send letters regarding the bonus shares etc. etc.
He should file the copies of the balance sheet and the profit and loss account after the annual general meeting with the registrar.
