The Firm Secretary makes the preparations for the conferences, together with AGMs, and retains formal information of the group’s course of and choices: the minutes of the assembly. This may occasionally embody protecting information of correspondence.The Secretary’s duties in reference to the conferences of the Board of Administrators and Shareholders earlier than the assembly is held, on the assembly and after the assembly are described beneath:Duties of Firm Secretary earlier than the Assembly: There are a selection of issues that the secretary must know earlier than a gathering, most of which might simply be discovered by asking the particular person because of chair the assembly.An important are:
To draft the discover relating to the holding of the assembly in session with the chairman and situation on the proper time.
With a view to forestall the unauthorized particular person to attend the final conferences of the shareholders, Admit Card could also be issued to the members together with the discover of the assembly. The Secretary ought to see that such Admit Card are printed in time to allow him to ship them to the members together with the discover.
If it’s the assembly of Board of Administrators, he ought to put together the agenda beneath the instructions of the chairman. If, nonetheless, it’s the normal assembly, he ought to draft the agenda beneath the instructions of the Board in session with the chairman. There could also be different individuals who have a proper so as to add objects to the agenda.
The secretary has a job in ensuring that the agenda will not be overloaded, which can embody discussing with the chair and others what may very well be postponed to a later assembly, and what may very well be coated in a written report.
He ought to know which kind of notes or minutes are required (a) Formal Minutes that set out who mentioned what, or (b) Temporary Notes that document the agreed actions.
He ought to know the time-frame for the manufacturing and circulation of notes or minutes after the assembly.
He ought to know the method for clearing the notes for publication (a) Some chairs prefer to approve minutes earlier than they’re despatched additional. (b) Others favor them to be circulated to a number of key attendees on the identical time.
He should see that the continuing of the earlier assembly have been recorded within the minute e book.
He ought to scrutinize the proxy kinds which have been obtained throughout the prescribed time and register them as a result of the members have a proper to examine the proxy kinds throughout enterprise hours.
He ought to see that the association has been made for accommodating the members at a gathering together with discovering a venue and arranging for appropriate refreshments and any AV services. He also needs to see that stationary or the poll papers which can be required on the assembly by the members can be found at the moment.
It is usually value discovering out who is anticipated to attend, the organizations that they signify, and a number of the points which have been raised at earlier conferences. This may assist perceive what is going on on. This may be achieved by taking a look at previous minutes of conferences, and likewise asking the chair what’s more likely to be mentioned.
The secretary is chargeable for sending out the papers for the assembly. This may embody, however will not be restricted to, the agenda, the minutes of the final assembly, and any papers for dialogue or info.
Duties of Firm Secretary on the assembly:
On the day of the assembly, there are a number of issues that the secretary might want to do:
Make certain to know who is anticipated to attend the assembly and an inventory of attendees is supplied to the safety guards of the constructing.
Get to the venue early and test that every part is OK. Make it possible for every part is there, the room is laid out accurately, any AV gear is working, there are sufficient chairs, and any refreshments have arrived.
Give some thought to who sits the place, and even mark out a seating plan, as this makes an enormous distinction to the best way that the assembly runs. Make sure that the chair is sitting centrally and that secretary is seated subsequent to them.
Make certain to have loads of spare copies of papers for many who have not introduced a replica. If there are quite a lot of papers it might be acceptable to rearrange them in a folder utilizing web page/part numbers in order that members can simply discover papers associated to the present dialogue.
If title badges are used, set them out in alphabetical order on a desk by the door, the place attendees can choose them up as they arrive.
The Secretary ought to see that the attendance register of members is saved prepared on the entrance of the corridor the place the assembly is to be held. The register is to be signed by the members earlier than they’re admitted to the assembly, after exhibiting the admit card, if any. In case of proxies, the assistants ought to examine the signatures of the individuals (proxy) with that on the proxy type. In case of the Board Conferences, since there are a couple of administrators and the Secretary is aware of them personally, the attendance register of Administrators or a paper on which the names of the administrators is typed, is circulated amongst the members for his or her signatures earlier than the graduation of the assembly. He ought to see that solely administrators who’re current have signed as a result of the administrators sitting charge, if any, needs to be paid solely to these administrators who’re current and have signed.
The signatures within the attendance register of the members will allow the chairman to see whether or not or not the quorum is current.
When the chairman is glad that the quorum is current, he authorizes the Secretary to learn the discover issued relating to the assembly and the apologies for absence by some members on the assembly.
After having learn the discover calling the assembly, the Secretary is permitted to learn the minutes of the earlier assembly and the chairman asks the members as as to if the minutes needs to be adopted. After the minutes of the earlier assembly have been permitted, the Secretary ought to get the minutes signed by the chairman.
The Secretary ought to provide the mandatory info, studies, paperwork, letters and so on. to the chairman based on the merchandise of agenda.
If any level on Firm Legislation is raised, the Secretary ought to help the chairman and for that function he ought to reference the Firms Act.
He has to assist the chairman in counting the votes, conduct of ballot, if demanded by the members. For this function he asks his assistants to be out there in order that they could help him in case of want.
He has additionally to take notices of the continuing of the assembly, any decision handed, who proposed and seconded the movement, what number of votes have been forged in favor and towards the movement and so on.
Taking the Minutes of a Assembly: Welcome and Introductions The minutes embody a full record of these current, and all who despatched apologies.To avoid wasting you scribbling frantically as individuals introduce themselves across the desk, flow into a sign-up sheet asking individuals to present their names, organizations and speak to particulars. Word down any apologies for absence supplied throughout introductions: individuals typically introduce themselves as “So-and-so’s replacement and, by the way, he/she sends their apologies”.The Foremost Enterprise The strategy of taking notes within the assembly will depend on how formal the minutes should be.If reporting solely a short abstract of the dialogue, plus any motion factors, then hearken to the dialogue after which summarize it in observe type.If writing the details made by particular person audio system, then make a fuller set of notes, together with the audio system’ names or initials.It is a matter of selection whether or not to make use of a laptop computer or pen and paper to make notes, though it is as effectively to test with the chair prematurely particularly in a paid function.Supporting the Course of It’s the job of the chair to handle the method of the assembly, however there are a number of issues that the secretary can do to assist.These embody:
Quietly cross a observe to the chair highlighting any points with the timing of the agenda, or slippage, or when espresso is because of arrive.
Recap and summarize the dialogue. That is significantly useful when persons are beginning to make the identical factors once more.
Ask for clarification of a specific level in case you do not perceive it. The possibilities are that in case you do not, others will not both and, anyway, you could perceive it to minute it accurately.
As soon as an motion has been agreed, test who’s going to undertake it. It isn’t unusual for a gathering to agree that motion is critical, and what that motion is, with out assigning who’s chargeable for it. The Secretary can be certain that this doesn’t occur.
Relying on the kind of group, it is most likely greatest to debate these obligations with the chair prematurely to be sure that your intervention will likely be welcomed.
Duties of Firm Secretary after the Assembly:It is best to begin writing minutes as quickly as attainable after the assembly.Minutes ought to observe the order of the agenda. Even when somebody revisited a specific matter afterward within the assembly, that dialogue needs to be included beneath the unique agenda merchandise. Embrace all the important thing factors made in dialogue, any choices made and actions agreed, along with who’s chargeable for actions.Minutes are nearly all the time written up to now tense, and normally within the passive voice (“X set out that y needed to happen; it was agreed that Z would be responsible”). Use ‘would’ relatively than ‘will’ for what’s going to occur, particularly with formal minutes.It’s a matter of fashion whether or not first names, titles plus surnames, or initials are used to consult with these talking. Test with the chair, or have a look at previous minutes to see what has been achieved earlier than, and use the identical method persistently.Checking and Approving It’s advisable to ship the minutes to 1 or two trusted individuals to test and touch upon earlier than circulating them extra extensively. One in all these individuals is the chair. As soon as the minutes have been permitted by the chair, they are often circulated extra extensively to the attendees and, if mandatory, revealed on a web site. Bear in mind that attendees might want to right any errors, and corrections will should be integrated within the subsequent set of minutes.He ought to take mandatory motion on the selections taken on the assembly e.g. situation of dividend warrants in case of declaration of the dividend, situation of letters of remorse, ship letters relating to the bonus shares and so on. and so on.He ought to file the copies of the steadiness sheet and the revenue and loss account after the annual normal assembly with the registrar.