Below are excerpt from Mrs. Phillipps Black presentation
THE ROLE OF THE COMPANY SECRETARY
The company secretary “…is an officer of the company with substantial authority in the administrative sphere and with powers and duties derived directly from the articles and the Companies Act. And in the performance of his statutory duties he is clearly entitled to resist interference from the members, board of directors or managing director. Where he differs from them is that he has no responsibility for corporate policy, as opposed to playing an administrative role in ensuring that the policy decisions are implemented.” Gower, Principles of Company Law
The Annual General Meeting and the Statutory Meeting
l Section 126: CA
l Secretary responsible for arranging board and general meetings and ensuring that a proper record is kept of meetings.
l Notice of AGM must specify that meeting being called as an AGM.
l To be held in each year but not more than 15 months must elapse between the date of one AGM and the next.
l So long as first AGM held within 18 months of incorporation another need not be held in its year of incorporation or the next year.
l Length of notice for calling meeting (section 129 CA) – not less than 21 days notice in writing (exclusive of days served and for which it is given)
l Articles generally provide for the calling of a meeting on shorter notice. Meeting called on shorter notice may be valid and deemed duly called if so agreed by all members entitled to attend and vote at the meeting
STATUTORY MEETING AND STATUTORY REPORT
l Section 127 CA;
l Members general meeting to be held within a period not less than 1 month nor more than 3 months of the date the company is entitled to commence business.
l every company limited by shares or limited by guarantee and having a share capital; does not apply to private companies.
l A “statutory report” must be sent to every member of the company by the directors at least 7 days before the day on which the meeting is held.
l To be certified by not less than 2 directors or if less than 2 directors, by the sole director and the company’s auditors.
A copy of the certified statutory report shall be delivered to the Registrar for registration
l Contents of statutory report to include:
¡ total number of shares allotted and consideration for which they have been allotted;
¡ the total amount of cash received by the company in respect of all the shares allotted;
¡ the receipts and payments of the company on capital account within 7 days of the date of the report.
¡ Names and address of directors, auditors, managers and secretary of the company.
l Directors shall cause a list of the names, descriptions and addresses of the members of the company and the number of shares held by them respectively to be produced at the commencement of the meeting and remain open and accessible during the meeting.
l Members at liberty to discuss any matters relating to the company’s formation or arising out of the statutory report (whether previous notice has been given or not).
l No resolution of which notice has not been given in accordance with the articles may be passed.
l Default fine:
¡ directors knowingly and willfully guilty of default or,
¡ in the case of the company every officer in default.
For further detail contact Mrs. Charlette Nugent or Mr. Michael B. Johnson at the JSE 876-967-3271 or email: charletten@jamstockex.com or michaelj@jamstockex.com
