Question

Explain the functions of a secretary related with Annual General Meeting.

Answer 1

Functions before the Annual General Meeting :

1. Fixing a Board Meeting: The Secretary has to convene the Board Meeting to fix the date, time and place of the Annual General Meeting.
2. Issue of Notice: The Secretary has to print and send the notice, agenda and all other related documents to the members at least 21 days prior to the meeting. He is also required to publish notice and agenda in the leading newspapers for convenience of concerned members.
3. Speech of the Chairman: The Secretary has to assist the Chairman in preparing the Chairman’s speech and to get it printed.
4. Preliminary arrangements: Secretary has to make necessary arrangements such as booking of hall, seating arrangements, checking admission cards, public address system, lighting, refreshment, etc.
5. Company Accounts: The Secretary has to get the annual accounts finalised, as soon as the financial year is over. These accounts include Trading Account, Profit and Loss Account, Balance Sheet and other statements. They must be prepared in the forms prescribed by the Companies Act. He has to prepare Annual Report also.

Functions during the Annual General Meeting:

1. Attendance: The Secretary has to keep the Attendance Register and the Register of Members ready at the gate. Each member has to sign in the register after getting his membership verified.
2. Quorum : The Secretary has to check the requirements of the quorum as per the provision in the Articles He confirm the result of his checking to the Chairman. He has to wait for half an hour in the case the meeting is short of the quorum. After half an hour the meeting can be commenced if there is the required quorum or may be adjourned in the absence of the quorum.
3. Reading reports: The Secretary has to read the notice the agenda of the Annual General Meetings minutes of the last Annual General Meeting and the Directors' Report at the beginning of the meeting.
4. Writing the proceedings: The Secretary has to note down the decisions resolutions and explanatory points about the proceedings of the meeting in a serial order. This is necessary for writing minutes.
5. Helps the Chairman: During the course of the meeting the Secretary has to provide necessary assistance and related information, materials etc. to the Chairman as and when required for smooth conduct of the meeting.
6. Conduct Poll: The Secretary has to make all the arrangements for voting and poll if demanded by the members.

Functions after the Annual General Meeting:

1. Drafting the Minutes: The Secretary has to draft the minutes of the meeting within 30 days of the meeting. He has to submit the draft of the minutes for approval and signature of the Chairman.
2. Implementing decisions: The Secretary has to instruct the concerned executives to execute the decisions taken in the meeting and to take action on the resolutions approved in the meeting.
3. Sending documents and filing resolutions: The Secretary has to arrange for the despatch of dividend warrant to all the shareholders as declared In the Annual General meeting within 30 days of the date of declaration of dividend. He has to file Annual Returns with the Registrar of companies. He has to file the copies of the special resolutions passed at the Annual General Meeting with the Registrar of Companies within 30 days of their passing.
4. Send intimation to absent members: The secretary has to send the information of the proceedings, resolutions passed and other related information of the meeting to the absent members.