SECRETARIAL COMMUNICATION PREPARED BY S.ASGHAR ALI ZAIDI MBA-1B
WHAT IS SECRETARY?
TYPES OF SECRETARIES
DUTIES & FUNCTION OF COMPANY SECRETARY
WHAT IS MEETINGS
TYPES OF MEETINGS
NOTICES, AGENDA & MINUTES
MOTIONS & RESOLUTIONS
WHAT IS SECRETARY?
The word secretary is derived from Latin word secreteus which means a confidential officer. The basic idea behind keeping the secretary is that there should be a person who can assist authorities in carrying out the details of their works so that all matters could be handling in confidence and with utmost efficiency
A person employed to handle correspondence, keep files, and do clerical work for another person or an organization.
TYPES OF SECRETARIES
The role of secretarial work in modern times will be clearly understood, if secretaries are classified on the basis of their functions and position, secretaries may be divided in to several categories as follows
Secretary of an Association or Club
Secretary of a Co Operative Society
Secretary of Government Department
Secretary of Local Body
Secretary of Institution
Secretary of Trade Union
Secretary of Minister
Secretary of Joint Stock Company
The private secretary usually employed by the an important person to conduct correspondence and do other private and personal work on his behalf
Ministers, Members of Parliament, Administrative officer, Manager or persons engage in various professions like doctor, lawyer architect etc have private secretary
Functions & Duties
Functions of a private secretary vary according to the nature of their employer. However, there are certain routine duties that have to be performed by all private secretaries, these includes:
Conducting routine correspondence
Taking shorthand dictation and typing
Maintaining accounts and records
Handling telephone calls and visitors
Making and recording appointments and engagement of the employer
Drafting reports and speeches
Handling bank transactions and Paying bills
Arranging tours, travels, parties
Arrangement of meetings
Company secretary play a very vital role in affairs of the company
Business Secretary is appointed by the Board of Directors
Company secretary is the link between the shareholder and Directors of the company
The company secretary must be thoroughly conversant with companies act.
A business secretary has to perform a lot of internal and external duties and to attend to multiple functions
Functions Of The Secretary Of The Company
NON SECRETARIAL FUNCTION
Secretarial function can be divided into two parts:
Pre-incorporation Secretarial Functions
the promoter has to perform many functions before incorporation of the company. Memorandum Of Association, Articles Of Associations and other documents are to be field with registrar. The secretary helps the promoters in preparing, printing and filling of these documents.
Post-Incorporation Secretarial Functions
after incorporation of the company the secretary has to perform many functions of secretarial nature, In real sense, the entire secretarial practice revolves around the floatation of a company.
NON SECRETARIAL FUNCTION
these functions are generally executed by the Executive Secretary Directors being effected by the talents, qualifications and experiences of the secretary and can ask to perform following functions
co ordination functions
MOST COMMON FUNCTIONS OF SECRETARIES
Supervision, coordination and control of clerical work
Selection, appointment and assignment of office work to the staff
Maintaining office discipline
Supervising secretarial work relating to meetings etc..
Handling staff matters, dealing personally with outside callers
Acting as a mouth piece of the management for communicating their
decision to the staff
Maintaining public relation that is keeping the pubic informed about the activities of the organization
Communicating to management the grievances of the staff, if any, or reaction of the staff to management policies
As an adviser to management, good secretaries are not only the recipient of the order but also valued adviser
DUTIES Of A Company Secretary
Observing all legal formalities in respect of the provisions of the companies act and other laws of the country having the bearing on the activities of the company.
Proper maintenance books and registers of the company for the preparation and authentication of resolutions, returns and documents and their filling with registrar of the companies
DUTIES TO THE DIRECTORS
He is the liaison officer between the directors and the staff and the outside persons dealing with company
He act as a confidential clerk and mouthpiece of the Board of Directors
To issue notices and prepare the agenda for the board of directors meetings, arrangements for these meetings, keep the proceedings and maintain minutes book.
To work according to the instructions of the directors
To maintain all important correspondence, files and records for the perusal of directors
To draft directors report.
DUTIES TO THE SHAREHOLDER
To serve the best interest of the shareholder
To have polite behavior with the shareholder
To deal with all correspondence b/w company and shareholder
To issue notice and agenda of the meetings to the shareholder
To issue share certificate to shareholder
To keep the proceedings of all meetings
To make arrangement for the payment of dividend at proper time
There are different type of business organizations such as proprietorship, Partnership, joint stock or corporations
when a business owned and managed by the single person, such type of organization is called Proprietorship
when a business owned and managed by the more than one person, such type of organizations are called partnership
If a business is registered under the companies ordinance 1984 and owned by the shareholder is called joint stock company/corporation with limited liabilities,
Meeting means the act of coming together of two or more than two persons
(by previous notice or mutual arrangements) for discussions and
transactions of some lawful business
A meeting is a gathering of people to present or exchange information, plan joint activities, make decisions, or carry out actions already agreed upon. Almost every group activity or project requires a meeting, or meetings, of some sort
Meeting may be held for the following purpose
a. To plan to get facts and to solve organizational purpose
b. To give new knowledge, skills or insight into problems
c. To give orientations or information to the groups
d. To exchange opinions, experiences and ideas and give participants opportunities to make suggestions etc
e. To transact official business, take decisions or make recommendations.
KIND OF MEETINGS
There are several kinds of meetings such as
Meeting of staff
Meeting of committees
Boss and subordinates
generally meetings in company are the following types
1.Meeting of Members / shareholders
these are the meetings where the members / shareholder of the company meet and discuss various matters, members meetings are sub divided in to the following types
A- Statutory Meetings
B- Annual General Meetings (AGM)
C- Extra Ordinary General Meetings
D- Class Meetings
A public company limited by shares or a guarantee company having share capital is required to hold a statutory meeting.
Such a statutory meeting is held only once in the lifetime of the company.
Such a meeting must be held within a period of not less than one month or within a period not more than six months from the date on which it is entitled to commence business
In a statutory meeting, the following matters only can be discussed :-
Floatation of shares / debentures by the company
Modification to contracts mentioned in the prospectus
The purpose of the meeting is to enable members to know all important matters pertaining to the formation of the company and its initial life history.
The matters discussed include which shares have been taken up,
what money has been received,
what contracts have been entered into, what sums have been spent on preliminary expenses, etc.
The members of the company present at the meeting may discuss any other matter relating to the formation of the Company or arising out of the statutory report also,
ANNUAL GENERAL MEETING (AGM)
It is to be held by all the companies once in a year,
Not more than 15 months must elapse between two annual general meetings.
However, a company may hold its first annual general meeting within 18 months from the date if its incorporation
At every AGM, the following matters must be discussed and decided. Since such matters are discussed at every AGM, they are known as ordinary business. All other matters and business to be discussed at the AGM are special business.
The following matters constitute ordinary business at an AGM :-
Consideration of annual accounts, director’s report and the auditor’s report
Declaration of dividend
Appointment of directors in the place of those retiring
Appointment of and the fixing of the remuneration of the statutory auditors
EXTRAORDINARY GENERAL MEETING
An Extra Ordinary General Meetings commonly abbreviated as EGM
Any meeting of the shareholders other than an annual general meeting is known as an Extraordinary General Meeting
The name indicates that it is an urgent and emergent meeting
EGM is arranged by the directors or by shareholders or by employees of the official body
An EGM is usually called on short notice and deals with urgent matters
Class meetings are meetings which are held by holders of a particular class of shares, e.g., preference shareholders.
Such meetings are normally called when it is proposed to vary the rights of that particular class of shares.
At such meetings, these members discuss the pros and cons of the proposal and vote accordingly.
Class meetings are held to pass resolution which will bind only the members of the class concerned, and only members of that class can attend and vote.
the meetings of the board of directors are known as Board Meeting,
Directors are elective representative of share holder who is the active member of the business
They hold meetings time to time, or whenever necessary in order to discuss policy matters
These meetings are divided into two parts
1- MEETINGS OF BOARD OF DIRECTORS
The board meetings are the most important as well as most frequently held meetings of the company, at these meetings all important matter related to company and its policies are discussed and decided upon.
2- MEETINGS OF COMMITTEE OF DIRECTORS:
These are held and when necessary to discuss and take decisions on specific business problems
Meeting of debenture holders A company issuing debentures may provide for the holding of meetings of the debenture holders. At such meetings, generally matters pertaining to the variation in terms of security or to alteration of their rights are discussed. All matters connected with the holding, conduct and proceedings of the meetings of the debenture holders are normally specified in the Debenture Trust Deed. The decisions at the meeting made by the prescribed majority
are valid and lawful and binding upon the minority
Meeting of Creditors
Creditors play very important role in the development and promotion of industry, there are various sources of credit raising to finance industry, there are two kinds of creditors meeting
1. Creditors meeting for other than winding up purpose . The creditor meet from time to time to take a general stock and to see that the credit advanced is being utilized for the productive purpose and they get proper and timely returns
2. In case the organization is running in loss or become insolvent , the creditors meeting is arrange to liquidate the business and windup the company
NOTICE, AGENDA & MINUTES
Both Oral and verbal communication widely used in meetings,
the term Notices, Agenda and Minutes are very commonly used in connection with meetings.
All meeting are summoned through proper notices,
All notices of company meetings are accompanied with the relevant agenda.
The most important and lasting documents are minutes.
The record of the business transected in various meetings, the minutes are generally recorded by the secretary….
A notice is a written call for the shareholder and members to attend the particular meeting
The company’s secretary will have the authority to issue the notice under the direction of chairman of the board of director
Notice must contain the name of the company
Date and time of the meeting
Place of meetings
In order to valid, the notice must be subscribed or signed by the competent authority.
Agenda is apart of written communication
Agenda is an official list of things to be done or deal with at meeting.
List of topics that has to be discussed
It provides path for the meeting to follow
Circulate the agenda in advance that enable participants to mentally prepare for the meeting
Agenda mostly the part of the Notice
If the AGENDA is circulated separately it contains the following items
Name of the organization and the date of circulation
The Day, Date, Time and place of the meeting
The program of business to be transected
The background papers (minutes) or information, if any
Signature of secretary
The official record of discussion held and decisions taken at a meetings are called MINUTES
Minutes are basically proceedings of meeting
Minutes usually contains main points of discussion
The conclusion reached
The recommendations made
The task assigned to the individuals, members and group
SOME IMPORTANT TERMS
Amendments are used in connection with alteration and changes in Article of Association
No Constitution is everlasting and permanent, its is being amend and altered time to time.
Amendments in AOA are made on certain majority of votes, generally 2/3 of total strength of the members.
The amendments are approved by regulatory Authority i.e SECP
The word rescind is used for removing some particular clause and part of the Article of Association.
Amendments and Rescind can be made in General Body Meeting.
All matters for decision before the meeting of a company are placed in the form of proposal called MOTIONS
A proposal when passed and accepted by the members become resolution
The decision taken after considering the minutes of meetings is known as Resolutions
Motions are unpassed resolutions but a resolution is passed motions