Role of the Company Secretary

4. Other Responsibilities

You normally take responsibility for summoning meetings of the directors and shareholders, and for ensuring that the proceedings are properly recorded.

4.1 You must arrange a board meeting, if any director asks for one.

• You must give reasonable notice to the other directors, often 14 days, otherwise the proceedings may be invalid.
• You must take formal minutes, and keep them in the company's minute book.Once approved, they should be signed by the chairman of the meeting, or the chairman of the next meeting of the board. They form the only official record of the business transacted.

4.2 AGMs are no longer obligatory for most private companies, although they must hold an AGM if the company has traded shares, if a director asks for one or if 5 per cent of members request one. If there is to be an AGM:

• You must send written notice to the directors and shareholders usually 21 days in advance, unless a resolution has been passed to reduce the notice period to not less than 14 days and electronic voting is available to all members.
• If there are any special resolutions, you must file them with Companies House.