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 private companies, although they must hold a general meeting if any director asks for one or if 5 per cent of the members request one (or 10 per cent if a general meeting has already been requested within the previous twelve months. If there is to be a general meeting:

• You must send written notice to the directors and shareholders 14 days in advance, unless your company's articles state otherwise.
• If there are any special resolutions, you must file them with Companies House.