Question

Essay Type Question:
State and explain the duties of secretary relating to Extra Ordinary General Meeting.

Answer 1

Extraordinary General Meetings are required to be held for various purposes. Such a meeting may be convened by the Board of Directors, or by the Board on the requisition of members, or by the requisitionists themselves, or by the Company Law Board.

Thus, the duties of the Secretary before extraordinary general meetings will be somewhat different in each case. If the meeting is to be convened on the Board's initiative, the Secretary has to arrange a Board meeting to be held to fix the date, time, place and the special business to be transacted at the extraordinary meeting.

If members requisition for a meeting the Secretary is to examine the requisition letter to see whether it is in order. If it is, a Board meeting has to be convened in consultation with the chairman to fix the date and time of the extraordinary meeting. The requisitions may convene the meeting if the Board fails to call the meeting within 21 days and the meeting is not held within 43 days of the requisition. The Company law Board may pass an order and direct, either on is own initiative or on an application made by my director or member, that an extraordinary meeting be held.

Except when the requisitionists themselves convene the meeting, preparation for the meeting has to be made by the Secretary with the approval of the Board of Directors. When the date, time and place of the extraordinary meeting are fixed, the secretary should also get the draft resolution and explanatory statement approved by the Board.

He has then to arrange printing of the notice, explanatory statement and other documents, and issue the notice alongwith the explanatory statement, proxy form, admission card etc. to the members. Intimation to the meeting should be sent to the stock exchange and the notice may be sent to newspapers for publication. When the proxies received Secretary is to scrutinise the same and register them.

Before the meeting it is of course, necessary for him to see that arrangements have been made for the seating of members, recording their attendance and reporting the proceedings of the meeting to the Press.

The duties of the Secretary during the extraordinary general meeting are similar to those relating to the annual general meeting. He has to arrange checking of admission cards at the entrance and attendance of members to be recorded. At the commencement of the meeting, he has to ascertain the quorum, and read the notice of the meeting if so required by the Chairman.

He is to assist the Chairman in conducting the meeting and supply necessary information and documents required. At the same time he is to take notes of the proceedings.