Question

Essay Type Question:
What are duties of secretary in connection with Board Meeting?

Answer 1

As in the case of general meetings, it is the primary responsibility of the Secretary to ensure that Board meetings are duly convened and constituted, and that the provisions of the Companies Act, Articles of Association of the Company and Standing Orders arc complied within the conduct of the meetings.

Before every Board meeting, the Secretary has to confirm with the Chairman the date and time of the meeting which may have been fixed at the preceding meeting. Otherwise, he has to fix the date and time in consultation with the Chairman.

The agenda is to be prepared by him as directed by the Board or in consultation with the Chairman. The Articles generally provide for authorisation of the Secretary for convening Board meetings. If so, the Secretary has to issue the notice as directed by the Chairman of the Board, keeping in view the Iength of notice laid down in the articles.

Notices must be sent alongwith the agenda to all directors in India and to the usual addresses of directors in India those who are outside India. If resolutions proposed to he discussed at the meeting are received from directors, the Secretary has to circulate them among other directors. Sometimes solicitors, auditors and some other may he required to attend the meeting of the Board by special invitation. In that case, letters of invitation have to be sent to them. To facilitate conduct of the meeting, the Secretary has to prepare and keep in readiness the documents and papers which may be required at the meeting including statements and reports relating to the company's trading activities, contracts and transfer instruments for sealing and signature, certificate of cash balances, Minutes Book of Board meetings etc. Previous to the scheduled date, the Secretary has to ensure that necessary seating arrangements are made and supplies of stationery and equipment are also kept ready.

At the Board meeting, the Secretary has to obtain the signatures of the directors present in the Director's Attendance Book, ascertain the quorum and read the notice convening the meeting if so desired by the Chairman. Generally, he is requested lo read the minutes of the previous board meeting. He has to obtain the signature of the Chairman in confirmation of the Minutes when approved. Thereafter, he is to assist the Chairman conducting the meeting, give him all necessary information and explanations as and when required, and take notes of the proceedings on the agenda paper including the terms of the resolutions passed.

After the meeting, the Secretary has to prepare the Minutes from his own and the Chairman's agenda notes, and duly enter the minutes in the Minute Book. He has then to act on the decisions taken by the Board and instructions given to him as well as implement the statutory requirements that are his responsibility.