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Until comparatively recent years the position of secretary was for all practical purposes that of chief or senior clerk merely, it not being recognised as a profession, and having no professional organisation of its own. In the year 1891, however, the Institute of Secretaries was founded, which since its establishment has done much towards educating secretaries to a better understanding of their duties, and towards providing the public generally with a more highly trained body of men from which such appointments may be filled. To this Institute His Majesty was graciously pleased to grant a Royal Charter of Incorporation on the 4th November 1902, and it is now known as "The Chartered Institute of Secretaries of Joint Stock Companies and other Public Bodies." Admission to membership can now only be obtained by passing the prescribed course of examinations in the following subjects:-(1) Correspondence and Procedure at Meetings; (2) Précis-Writing, Preparing Minutes, Reports, etc.; (3) Commercial Arithmetic; (4) Book-keeping and Accounts; (5) Mercantile Law. Among the optional subjects are (6) Company Law and Accounts; (7) Foreign Languages; (8) the law and accounts of any particular class of undertaking that is deemed to be of sufficient importance. There can be little doubt that the success of many, if not most, undertakings depends in no small degree upon the competence and ability of their secretary, and the importance of the Chartered Institute of Secretaries and its influence upon the business world are well shown by the following Table of its membership during the past thirteen years of its existence :

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The above figures show that, as time goes on, an increasing number of secretaries have been properly and specially qualified for the duties that they have to undertake. That there is still scope for improvement in this direction is, however, evident from a case which came before one of the Metropolitan magistrates at the close of the year 1902, in which it was stated that the cash book of a working men's club was not in the handwriting of the secretary, for the very sufficient reason that that official was unable to write !

The literature upon secretaries and their duties appears for the most part to be confined to the accountancy side of the question, but the following lectures and essays may be consulted with advantage:-Secretarial, by Gérard van de Linde, F.C.A. (lecture read before the Leeds and District Chartered Accountants Students' Association in November 1892, and reproduced in The Accountant of 7th and 14th January 1893); two essays on The Duties, Responsibilities, and Qualifications of a Secretary to a Joint Stock Company, respectively by Mr. Russell Day, B.A., LL.M., F.R.G.S., F.S.A.A. (the secretary of the Chartered Institute of Secretaries), and Mr. Edward Johnson, both of which appeared in The Secretaries' Journal of 1st November 1894. (These essays received the prizes in a

competition instituted by The Statist newspaper.) Another interesting paper dealing with the subject is that read by Mr. J. Stephen Jeans on the occasion of his presiding at the twelfth annual general meeting of the Chartered Institute of Secretaries held on the 18th March 1903, and reported in The Secretaries' Journal of 1st April 1903. Of books the leading work on the subject is The Company Secretary, by Mr. W. H. Fox, F.C.A.; while the subject of secretaries' accounts is fully dealt with in Book-keeping for Company Secretaries, by Professor Dicksee, M.Com., F.C.A., a work which is founded upon a course of lectures delivered by the author to the Institute of Secretaries in the course of the year 1897.

In considering the duties of secretaries generally it will be convenient if we deal first with those ordinarily devolving upon the secretaries of companies registered under the Companies Acts 1862 to 1900, and afterwards indicate such modifications as may be necessary in connection with the duties of secretaries of other undertakings.

It is unnecessary to consider in detail under this heading the nature and constitution of companies registered under the Companies Acts, but a short summary of the points to which a secretary's attention should always be directed will doubtless be found of value. Companies may be registered under the Companies Acts by any number of persons exceeding six. If more than twenty persons are in partnership to carry on any business for the acquisition of gain, or more than ten persons to carry on a banking business, they should be registered as a company unless they have by some other means obtained a corporate existence. The constitution of a company -subject to the provisions of the statutes-is governed by its Memorandum and Articles of Association, which must at all times be carefully considered. The Memorandum indicates the directions in which the company may carry on its business, and limits the extent of its operations; any act performed by a company which is outside the scope of its Memorandum of Association would be ultra vires, and would involve all those who are parties to such act in serious responsibilities, which need not, however, be discussed at length here. Formerly a Memorandum of Association, once registered, was irrevocable; but under the Companies Memorandum of Association Act 1890 it is now possible for certain alterations to be effected subsequently, subject however to the approval of the Court being obtained. The more detailed working of a company is governed by its Articles of Association, which-unlike the Memorandum-may from time to time be altered by a "special" resolution of the company, duly passed at meetings convened for that purpose. The Articles of Association also limit the powers of the company and of its officers, and to some extent define the rights and liabilities of the members. If a company is registered without Articles of Association, the pro forma Articles appended to the Companies Act 1862 (known as Table "A") apply to that company. In several important respects these Articles will be found very inconvenient in practice, and their adoption en bloc is therefore to be avoided. In the case of small companies, however, it is often convenient to adopt Table "A" subject to one or two modifications, for example (and in particular) those reducing the quorum necessary for the transaction of business at a general meeting, and providing every share with one vote at every general meeting in place of the complicated and inequitable sliding scale provided by Table "A." A company acts through its officers, who are provided for by its Articles of Association. These almost invariably consist of a Board of Directors; but there is nothing in the Companies Acts to require every company to have a Board of Directors, and there are companies in existence which are

governed by a sole director or governor, appointed for life. It may be added that there is nothing in the Companies Acts requiring that every company should have a secretary; but in practice a secretary is invariably appointed, although sometimes the secretary is also a member of the Board. Stated shortly, the secretary represents the executive power of the company, subject to the Board of Directors. He acts for the company, to carry out the resolutions of the Board, and to do what may be necessary between board meetings. He has also the power to bind the company up to a point, and it may roughly be stated that he can bind the company to anything which is apparently within the scope of his authority. That is to say, anything which does not require a contract under seal, or which has not by express arrangement or custom been left for the Board, or for certain members of the Board, to concur in. For example, a secretary cannot as a rule accept bills or sign cheques on behalf of the company, because it is the usual custom for these documents to be signed by one or more (generally two or three) directors and the secretary. Contracts that require to be under seal are sealed by the "common seal" of the company, which must be affixed in such manner as the directors may by resolution have determined, usually in the presence of two directors and the secretary. In the case of business concerns it frequently happens that the secretary has to take the initiative and decide certain matters on his own authority, afterwards calling upon the directors to confirm his actions at their next Board meeting. For the prompt transaction of business this course of procedure is often absolutely essential; but the secretary should remember that when he exceeds his authority, even if he does so bona fide and in the interests of the company, he acts at his own personal risk, and unless therefore the subsequent ratification of his acts is absolutely assured, he should safeguard himself by stipulating that they must be regarded as being subject to the approval of the directors.

Dealing shortly with the routine of a company's business from its inception, so far as the matter affects the secretary, it may be stated that while a company cannot legally exist until it has been registered with the Registrar of Joint Stock Companies, certain preliminary meetings will invariably have been held previously. These preliminary meetings will have been convened by the person or persons who are concerned in the formation of the company, and not infrequently the secretary will not come upon the scene until a later stage. As secretary of the company his appointment cannot of course take effect until after the company has been formed; but he may as a matter of convenience attend these preliminary meetings for the purpose of taking minutes of the proceedings, dealing with correspondence, etc. Unless, however, he is fully acquainted with the routine work of company formation he will be wise to confine himself to a strictly subordinate position, leaving the initiative to the promoter and the solicitors of the company. At these preliminary meetings the Memorandum and Articles of Association and Prospectus of the company will be settled and approved, and if the duty of having the same printed devolves upon the secretary it will of course be necessary for him to satisfy himself that they are actually printed in the form in which they have been approved by all parties concerned-that is by the promoters, the vendors, the directors of the company about to be formed, and by their respective solicitors. The actual registration of the company (that is the deposit of the necessary documents with the Registrar of Joint Stock Companies) should always be left to the company's solicitors.

The company having been registered and the certificate of its incorpora

tion having been obtained, it becomes a legal entity capable of suing and being sued, and therefore capable of entering into contracts. Now, therefore (and now only), it is possible for a meeting of the Board of Directors to be held that can bind the company, and such meeting should be held as soon as may be after registration. It is the secretary's duty to convene meetings of directors when instructed so to do. The Articles of Association will probably indicate who has authority to call a meeting of directors, but in the absence of any such indication any director can do so.

The business to be transacted at meetings of directors should be tabulated by the secretary in the form of an agenda, a copy of which should be in the hands of each director who attends. Sometimes the agenda is entered in a book, which is placed before the chairman; but there are often disadvantages in keeping a permanent record of matters that come up for discussion, and it is thought that upon the whole loose sheets. will be found more convenient, while certainly it is desirable that every director should have before him a concise statement of the business that has to be gone through. Often a summary of the agenda is appended to the notice convening the meeting. This is very desirable if anything of an unusual character will come up for discussion; but so far as the ordinary routine business is concerned it would hardly appear to be necessary. Agenda sheets should be ruled with a line down the middle, the business to be discussed being written or typed on the left-hand side only, so that the right-hand margin is available for notes of the business transacted. The chairman and the secretary should both take notes of the business accomplished, so that a reliable basis may be provided for the writing up of the minutes. When these minutes are read at the subsequent Board meeting the chairman should have his notes before him, so that he may be in a better position to confirm the accuracy of the record.

At the first meeting of the Board of a new company the following matters would ordinarily come up for consideration :—

1. Receive solicitors' report of registration, accompanied by production of certificate of incorporation.

2. Appoint directors. (If the first directors are appointed by the Articles of Association the registration of the company ipso facto constitutes the first Board; but if, as is sometimes the case, the Articles leave the appointment of the first directors in the hands of the signatories to the Memorandum and Articles, then a meeting of these signatories should have been held before the first Board meeting, and a copy of the resolution then passed should be produced to the directors at this stage. This resolution should be affixed to the company's Minute Book.)

3. Unless the Articles of Association definitely appoint one of the directors chairman, the directors should elect a chairman at their first Board meeting.

4. Unless already provided for by the Articles, the directors should decide how many of their number shall form a quorum. For the transaction of business it is generally convenient that a quorum should not be fixed at too large a number.

5. A resolution should be passed appointing bankers to the company. This should not be done until the bankers have been approached and have intimated their willingness to act, and it is convenient that the bankers' form of resolution-that an account be opened, and indicating how cheques are to be signed, and by whom-be adopted in its entirety. The resolution should, of course, state how many directors must sign cheques.

6. In the case of all but small companies it is usual to appoint a broker. The appointment should be made at this meeting, intimation having been first received from the proposed firm that they are willing to act.

7. A similar resolution should be passed appointing solicitors to the company. It may be noted in passing, however, that its solicitor is not a regular officer of the company: the directors may at any time employ whom they please without first passing any formal resolution.

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8. A similar resolution should be passed appointing auditors to the company. If practicable a fee for the first year's audit (to include the certifying of the report to the statutory meeting) should now be fixed, but unless the company is taking over an established business it would probably be impossible to fix any definite fee that would be fair to both parties. 9. A resolution should be passed appointing the secretary. resolution will frequently take the form of approving an agreement in writing between the company and its secretary, but in any event it should distinctly specify the salary and the duties that have to be performed therefor, and also the terms upon which the engagement may be terminated by either party. It is a very common custom for the secretary to be paid a fee which includes rent of offices and clerical assistance. If this fee is not intended to cover absolutely all establishment expenses, those expenses which are intended to be covered should be very clearly and exhaustively recited.

10. A resolution should be passed fixing the address of the registered offices of the company. This is important even if the offices are provided by the secretary, as the address has to be registered with the Registrar of Joint Stock Companies. This may be done either through the solicitors or by the secretary, as may be arranged.

11. Any other officers of the company, such as managing director, general manager, district manager, etc., whom it may be desired to appoint should also be appointed by resolution passed at this meeting if possible, or if not, at the earliest available meeting thereafter. It should be borne in mind that unless appointments of this kind are made retrospective, the company cannot be charged with remuneration until the appointment has actually been made, and that they cannot date back prior to registration.

12. The company being now registered, the directors may formally express their approval of the prospectus. This is best done by a formal resolution, and by their signing the prospectus in triplicate, one copy being filed with the Registrar of Joint Stock Companies, one retained by the solicitors, and one by the secretary. The directors' instructions should also be taken as to the manner in which the prospectus is to be advertised; an advertisement agent's estimate of the cost should be approved, or the matter may be left in the discretion of a committee of the Board, or of the secretary, subject to a specified limit of cost.

13. A resolution should be passed approving the proposed design for the Common Seal of the company, arranging where it shall be kept, and in whose custody the keys shall be. It is usual for the Common Seal to remain in the custody of the secretary, but it should be secured by a double lock, the keys of the two locks being held by the chairman and another of the directors respectively. In order to guard against inconvenience and delay arising through the absence of any of the directors, however, it is convenient that there shall be duplicates of each key, and that these should be in the hands of other members of the Board. (The secretary will generally find it expedite the conduct of business if, when issuing notices of a Board meeting, he indicates to the directors having the custody of seal keys when these will be required.)

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