Corporate Secretary Legal Definition:

Officer of a corporation responsible for the official documents of the corporation such as the official seal, records of shares issued, and minutes of all board or committee meetings.

Officer of a corporation responsible for the official documents of the corporation such as the official seal, records of shares issued, corporate by-laws, and minutes of all board or committee meetings.

The standing and importance of a corporate secretary - as official record keeper of the corporation - is usually recognized in each jurisdiction's corporation statutes.

For example, the Canada Business Corporations Act provides:

"126(1) ... 'officer' means the chairperson of the board of directors, the president, a vice-president, the secretary, the treasurer, the comptroller, the general counsel, the general manager, a managing director, of an entity, or any other individual who performs functions for an entity similar to those normally performed by an individual occupying any of those offices...."

It is typical to provide for the a corporation's by-laws to require a secretary and to set out the duties of the secretary. A small, "Mom and Pop" business might not require a designated secretary but certainly large companies or those with publicly traded shares will inevitably require, and have a corporate secretary.

Although subject to each corporation's by-laws or any other office the secretary may occupy, the secretary does not vote nor does she or he generally intervene in debate or discussion on an issue except to state corporate facts, advise on rules order or provide documents.

The secretary usually sits next to the chair or president, or at a table to the side, and takes notes and records decision, motions, resolutions and votes.

The secretary must be expert or conversant in the corporations by-laws, parliamentary procedure and rules of order.

Justice Pennycuick wrote, in Re Maidstone:

"So far as the position of a secretary as such is concerned, it is established beyond all question that a secretary, while performing the duties appropriate to the office of secretary, is not concerned in the management of the company. Equally I think he is not concerned in carrying on the business of the company."

Like any other officer, the secretary owes a fiduciary duty to the corporation.

corporate secretary business cardIn Corporate Meetings: Law and Practice, the authors state that the duties of the corporate secretary "usually" includes:

"Issuance of notices for meetings...;

"Making all necessary arrangements for the holding of meetings, including the selection of location and preparation of the agenda and documentation...;

"Attendance at meetings...;

"Keeping a record of the business transacted at, and preparing minutes of, meetings;

"Maintaining of the corporate seal, minute book and other books and records of the corporation, such as register of directors and senior officers and of board committees as well as copies of all statutory returns filed with various authorities;

"Certification of resolutions and other corporate documents;

"Receiving notices and service of other documents on behalf of the corporation...; (and)

"Recording of share issuance and transfers, maintenance of shareholder records and preparation of ... shareholder lists."

Perhaps the best description of a corporate secretary comes from Horsley's Meetings - Procedure, Law and Practice:

"In essence, the secretarial function during a meeting is separate and different from the function of all other persons participating.... (A)lthough he may possibly possess more factual knowledge than any other person present about some matters being discussed, the secretary of a meeting does not enter into the debate or discussion. If so directed by the chairman he provides information. If invited ,he expresses opinions and views.

"The secretary's duties ... are second to none in importance. However private, significant and confidential a meeting is, the secretary is in attendance as the executive officer of the meeting and group which is present. He is privy to the secrets of the discussion, the proposals, plans, purposes, reasons and fears ventilated, compromises arrived at and defense is determined, and motions which are defeated and never recorded. He is normally the officer who communicates to the public.... He is the trusted, reliable confidant and recipient of all that transpires at a meeting, without entering directly into the decision-making."

REFERENCES:

  • Nathan, H. and Voore, M., Corporate Meetings: Law and Practice (Toronto:¬†Carswell, 1995) page 3-4
  • Re Maidstone Buiding Prvisions Ltd. [1971] WLR 1085
  • Taggart, J., Horsley's Meetings - Procedure, Law and Practice (Sydney: Butterworths, 1983) page 160-161

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