The Training of a Secretary:
An Ancient Profession
Secretary In Literature
Universality Of The Vocation
Other Duties As May Be Assigned By The Board Of Directors
Taking The Minutes
Preservation Of The Minutes
Minutes, Meetings And Manners
Read More Articles About: The Training of a Secretary
( Originally Published 1922 )
The powers and duties of the secretary are determined by the By-Laws and vary with the organization and the objects for which it is established. For a corporation in business, after defining the duties of she president and vice-presidents and sometimes preceding the latter, the following paragraph is typical of the usual formula for the secretary.
The secretary shall keep the minutes of all meetings of the Board of Directors, and the minutes f all meetings of the Stockholders, and also the minutes of all committees, in books provided for that purpose; he shall attend to the giving and serving of all notices of the Company; he may sign with the President, in the name of the Company, all contracts authorized by the Board of Directors or by the Executive Committee, and, when so ordered by the Board of Directors or the Executive Conunittee, he shall affix the seal of the Company thereto; he shall have charge of the certificate books, transfer books and stock ledgers, and such other books and papers as the Board f Directors may direct, all of which shall, at all reasonable times, be open to the examination of any Director, upon application at the office of the Company during business hours ; and he shall in general perform all the duties incident to the office f Secretary, subject to the control of the Board of Directors, and such other duties as may be assigned to him from time to time by the Directors.
In many By-Laws there is a special clause directing the secretary to certify to the treasurer all resolutions passed by the corporation or company or institution or club, directing or authorizing the payment or expenditure of money, and to other officers such resolutions as may affect them; and another stating that he shall conduct the correspondence and keep a file of letters received and copies of letters sent out. In the case of a large corporation this means the direction of a Filing Room with a Chief Filing Clerk and a corps, of assistants.
In a scientific or literary institution the secretary is necessarily a person of attainments, possessing a general or accurate knowledge of the science or the art for the furthering of which the society is formed. His duties include the reception and entertainment of strangers and reporting the proceedings of the society to the editor of its publications. When the society maintains a library it is placed in charge of the secretary acting through a librarian appointed by the governing board. In general the secretary has in his keeping all the records of the organization and he is responsible for their safety.
He is the custodian of the seal and is generally the only officer who is empowered to use it. The practice of authenticating documents by seals is of extremely ancient origin. It was in force in Assyria and Babylonia, and in Egypt seals date back to the pre-dynastic period which was before 4500 B. C. Keepers of the Royal Seal were known in the times of the Pharaohs. The Greeks and the Romans used seals. In Rome they were obligatory in the legalization of documents. The custom of sealing died out gradually but was revived in Europe in the Middle Ages, notably by the Frankish kings.
Pippin the Short, son of Charles Martel the halmtier and father of Charles the Great, used a seal in intaglio. He died in 768. Examples of the seal of Charles the Bald are still in existence. Metal seals known as bullae were in common use as early as 746. The Papal Bulls derived their name from the leaden seals with which they were authenticated. The first great seal of England was that of Edward the Confessor, impressions of which are extant.
Evidently seals were used originally to authenticate pronunciamentos of great importance, in clay, papyrus and parchment, by sovereigns and other dignitaries of the highest executive authority. Not only is the seal an evidence of genuineness, but it is the last solemn mark of ratification or approval of a covenant, so that " signed, sealed and delivered " has come to be a household expression for finality. The keeper of the Great Seal of England, which is doubly well named as it is, six inches in diameter, is the Lord High Chancellor and the Great Seal of the United States is in the custody of the Secretary of State.
It is the duty of the secretary to keep a correct list of the names and addresses, not only of the general officers of the organization, but of the managers of its various departments if a corporation, and of its members, if a club or scientific or literary society, or one devoted to a particular art such as music, painting or other fine art.
The registration and transfer of stock may be attended to in the offices of a corporation, in which case a special corps of book-keepers and clerks will be necessary for the purpose, or this part of the business may be carried on by arrangement with one or more Trust Companies. These Companies are particularly well equipped in personnel for duties of the kind and they perform them admirably. The rules of the New York Stock Exchange require that the registration and transfer of stocks listed on that Exchange shall be made in New York.