What are the duties of a secretary in connection with the holding of extra­ordinary general meeting ?

The duties of a secretary in connection with the holding of extra­ordinary general meeting may be enumerated as follows:

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Before the meeting :

1. Where the meeting is sought to be convened by the Board on its own without requisition from the members, the secretary must advise the Board, if it is not already aware, on the urgency of the matter, i.e., the matter cannot be deferred till the next annual general meeting and convene a Board meeting in consultation with the chairman for fixing the date, time, place and agenda for the extraordinary general meeting.

2. If a requisition is received from members, the secretary has to convene a Board meeting in consultation with the chairman to consider the question of holding the extraordinary general meeting.


3. If the Board decides to hold the meeting, the secretary has to assist the Board in preparing the draft resolutions and the Explanatory Statement.

4. Next, the secretary has to draft a notice for calling the meeting paying particular attention to the following points:

(a) The notice must state whether it is a requisitioned meeting.

(b) It must contain the text of resolution(s) which is/are proposed to be passed with or without modification.

(c) It should also state whether the resolution is to be passed as a special or ordinary resolution.

(d) the notice must be accompanied by an ‘explanatory statement’ mentioning all material facts concerning the items of business.

5. He should arrange for the printing of notices of the meeting and the Explanatory Statement, proxy forms and admission cards.

6. He should see that the notices along with the Explanatory State­ment, proxy forms etc., are duly posted to the registered address of each member well in time so that at least 21 clear days’ notice is given to them. The notice must also be advertised in press.


7. The secretary should prepare the Agenda of the meeting in con­sultation with the chairman. (Agenda of extra-ordinary general meeting is prepared on almost the same lines as agenda of annual general meeting, of course the items of business would be different )

8. He has to prepare a list of proxies and make necessary arrange­ments for taking poll.

At the meeting :

9. He has to arrange for collecting the Admission Cards at the gate of the Meeting Hall.

10. He has to ascertain the quorum and read the notice of the meeting.


11. He has to give necessary explanations and supply documents as required by the chairman.

12. He has to take down detailed notes of the proceedings of the meeting.

After the meeting :

13. He has to prepare the minutes of the meeting and get them approved and signed by the chairman of the same meeting within 30 days of the conclusion of the meeting.

14. He has to file the copies of special resolutions, if any, passed at the meeting with the Registrar within 30 days of the meeting.

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