FUNCTION OF A PROFESSIONAL SECRETARY

Introduction

A secretary is a person, whose work consists of supporting management, including executives, using a variety of project management, communication, or organizational skills. The role and responsibilities of the Professional Secretary continually evolve and it is crucial that the person given this responsibility is fully aware of the duties they must perform to protect their company and themselves from any penalties. 

The Professional Secretary is responsible for the efficient administration of a company, particularly with regard to ensuring compliance with statutory and regulatory requirements and for ensuring that decisions of the Board of Directors are implemented.

Despite the name, the role is not a clerical or secretarial one in the usual sense. The Professional secretary ensures that an organisation complies with relevant legislation and regulation, and keeps board members informed of their legal responsibilities.

The duties of a professional secretary are usually contained in an “employment contract”. However, the professional secretary generally performs the following functions:

 (1). Secretarial functions:

1. To ensure compliance of the provisions of Companies Law and rules made there-under and other statutes and bye-laws of the company.
2. To ensure that business of the company is conducted in accordance with its objects as contained in its memorandum of association.
3. To ensure that affairs of the company are managed in accordance with its objects contained in the articles of association and the provisions of the Companies Law.
4. To prepare the agenda in consultation with the Chairman and the other documents for all the meetings of the board of directors.
5. To arrange with and to call and hold meetings of the board and to prepare a correct record of proceedings.
6. To attend the broad meetings in order to ensure that the legal requirements are fulfilled, and provide such information as are necessary.
7. To prepare, in consultation with the chairman, the agenda and other documents for the general meetings.
8. To arrange with the consultation of chairman the annual and extraordinary general meetings of the company and to attend such meetings in order to ensure compliance with the legal requirements and to make correct record thereof.
9. To carry out all matters concerned with the allotment of shares, and issuance of share certificates including maintenance of statutory Share Register and conducting the appropriate activities connected with share transfers.
10. To engage legal advisors and defend the rights of the company in Courts of Law.

 (2). Legal obligations of secretary:

1. Filling of various documents/returns as required under the provisions of the Companies Law.
2. Proper maintenance of books and registers of the company as required under the provisions of the Companies Law.
3. To see whether legal requirements of the allotment, issuance and transfer of share certificates, mortgages and charges, have been complied with.
4. To convene/arrange the meetings of directors, on their advise.
5. To issue notice and agenda of board meetings to every director of the company.
6. To carry on correspondence with the directors of the company on various matters.
7. To record the minutes of the proceedings of the meetings of the directors.
8. To implement the policies formulated by the directors.
9. To deal with all correspondence between the company and the shareholders.
10. To issues notice and agenda of the general meetings to the shareholders.
11. To keep the record of the proceedings of all general meetings.
12. To make arrangement for the payment of the dividend within prescribed period as provided under the provisions of the Companies Law.

(3). To maintain the following statutory books:

• The register of transfer of shares;
• The register of buy-backed shares by a company;
• The register of mortgages, charges etc.;
• The register of members and index thereof;
• The register of debenture-holders;
• The register of directors and other officers;
• The register of contracts;
• The register of directors' shareholdings and debentures;
• The register of local members, directors and officers, in case of a foreign company;
• Minute books;
• Proxy register;
• Register of beneficial ownership;
• Register of deposits;
• Register of director’s share holding; and
• Register of contracts, arrangements and appointments in which directors etc are interested.

(4). Other duties:

The professional secretary usually undertakes the following duties:

(a) Ensuring that statutory forms are filed promptly.

(b) Providing members and auditors with notice of meeting.

(c) Filing of copy of special resolutions on prescribed form within the specified time period.

(5). Supplying a copy of the accounts to every member of the company, every debenture holder and every person who is entitled to receive notice of general meetings. You must send annual audited accounts.

(6). Keeping or arranging for the having of minutes of directors' meetings and general meetings.Apart from monitoring the Directors and Members minutes books, copies of the minutes of board meetings should also be provided to every director.

(7). Ensuring that people entitled to do so, can inspect company records.For example, members of the company are entitled to a copy of the company's register of members, and to inspect the minutes of its general meetings and to have copies of these minutes.

CONCLUSION

The role of a professional secretary can not be over emphasize in any organization as they are responsible for the efficient administration of a company, particularly with regard to ensuring compliance with statutory and regulatory requirements and for ensuring that decisions of the Board of Directors are implemented.

REFERENCES

Roles of a secretary retrieved from https://www.linkedin.com/pulse/ 20140618184048-82463117-role-and-duties-of-a-company-secretary

List of the Duties of a Secretary retrieved from http://work.chron.com /list-duties-secretary-6774.html

Neil Kokemuller (2007): Roles of a secretary. Iowa State University, USA.

"Secretary Job Information | National Careers Service". Nationalcareersservice.direct.gov.uk. 27 January 2012. Retrieved 3 February 2014.

"Secretaries and Administrative Assistants : Occupational Outlook Handbook : U.S. Bureau of Labor Statistics". Bls.gov. 29 March 2012. Retrieved 8 December 2013.

 "Secretary - Definition and More from the Free Merriam-Webster Dictionary". Merriam-webster.com. 31 August 2012. Retrieved 3 February 2014.

Scot, Barbara (September 29, 1967). "Secretaries wanted across the Atlantic". The Glasgow Herald. p. 9.