the work of a cs in relation to the board meeting depends on the profile and mannerism of the company and the board, he is inducted to. normally, it is seen that the work of a cs at the meeting time is herculian. you may refer the secretarial standard on board meetings, general meetings, minutes etc to get a clear cut idea. however for an ordinary company, his duties starts with the informal communication with the board on fixing the date of the meeting.
1. he has to send notes/request to all the departments of the company demanding agendas if any to be placed before the board. he need to ensure that the major agenda will be available on time.
2. thereafter, he should send notice of the meeting together with the agenda list/agenda notes and draft resolutions to the members of the board. frequency of the meetings need to be considered. he shold also consider whether any sub committee meetings like the audit committe need be be convened. ensure that all the directors are in receipt of notice. ensure that the notice etc is dated properly covering the notice period as per the act and the articles of association (aoa)
3. he should keep ready the registers, minutes book etc to be signed in the meeting and also other things like ballot paper, (if needed). most companies opt for getting the entire board agenda printed and circulated in the board.
4. it is always good to prepare a ppt on the agneda to be discussed. make a list of items to be readily available in the meeting like previous minutes, important papers, letters, aoa, moa, circular reslutions, leave letters etc in original or duplicate which the directors may demand.
5. on the meeting, he should ensure that the attendance/quorum is present and the present directors have signed in the register.
6. after the meeting, prepare a draft minutes and circulate it to the directors within 7 days therein. After confirmation, the minutes need to be signed, dated and bounded in loose leaves.
dear, i 've given only a narrow procedure here. things are vast and circumstantial.
CAclubindia
