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Monday, December 24, 2018

Role and Duties of the Company Secretary During Meetings

The Company Secretary makes arrangements for meetings, including general meetings, and maintains formal records of the process and group decisions: the minutes of the meeting. This may include maintaining correspondence records.

The duties of the secretary in relation to the meetings of the Board of Directors and Shareholders before the meeting, at the meeting and after the meeting are described below:

Duties of Company Secretary before the Meeting: 


There are a number of things that the secretary needs to know before a meeting, most of which can be easily ascertained by asking the person who should preside over the meeting.

The most important are:

  • Draft the notification regarding the holding of the meeting in consultation with the president and issue it at the appropriate time.
  • To prevent an unauthorized person from attending general meetings of shareholders, an Admission Card can be issued to the members together with the notice of the meeting. The Secretary must see that the Admission Card is printed on time to allow him to send it to the members along with the notice.
  • If it is the meeting of the Board of Directors, he should prepare the agenda under the instructions of the president. However, if it is the general meeting, you must draft the agenda under the instructions of the Board in consultation with the chair. There may be other people who have the right to add items to the agenda.
  • The secretary has the role of making sure that the agenda is not overloaded, which may include discussing with the president and others what could be postponed for a later meeting and what could be covered in a written report.
  • Must know what kind of notes or minutes are required (a) Formal minutes that state who said what, or (b) Short notes that record the agreed actions.
  • You must know the term for the production and circulation of notes or minutes after the meeting.
  • You must know the process to delete the notes for publication (a) Some presidents like to approve minutes before they are sent more. (b) Others prefer that they be distributed to several key attendees at the same time.
  • You should see that the procedure of the previous meeting has been recorded in the minute book.
  • He should examine proxy forms that have been received within the prescribed time and register them because members have the right to inspect proxy forms during business hours.
  • You should see that the arrangement has been made to accommodate the members in a meeting, including the search for a place and the organization of adequate refreshments and any AV installation. You should also see that available members or voting slips that members may require at the meeting are available at that time.
  • It is also worth finding out who is expected to attend, the organizations they represent and some of the issues that have been raised in previous meetings. This will help to understand what is happening. This can be done by looking at the last minutes of the meetings and also by asking the president what is likely to be discussed.
  • The secretary is responsible for sending the documents for the meeting. This will include, but is not limited to, the agenda, the minutes of the last meeting and any document for discussion or information.

Duties of Company Secretary at the meeting: 

On the day of the meeting, there are several things that the secretary should do:
  • Be sure you know who is expected to attend the meeting and provide a list of the attendees to the building security guards.
  • Arrive early at the place and verify that everything is fine. Make sure everything is there, that the room is properly distributed, that all AV equipment works, that there are enough chairs and that a snack has arrived.
  • Reflect on who sits where, and even mark a seating plan, as this makes a big difference in the way the meeting is held. Make sure that the chair is sitting centrally and that the secretary is sitting next to them.
  • Make sure you have enough spare copies of documents for those who have not brought a copy. If there are many documents, it may be appropriate to organize them in a folder with the page / section numbers so that participants can easily find the documents related to the current discussion.
  • If ID cards are used, place them in alphabetical order on a table by the door, where attendees can pick them up as they arrive.
  • The Secretary must see that the attendance record of the members is kept ready at the entrance of the room where the meeting will take place.
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