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The Training of a Secretary:
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 Other Duties As May Be Assigned By The Board Of Directors

 Taking The Minutes

 Preservation Of The Minutes

 Minutes, Meetings And Manners


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Minutes, Meetings And Manners

( Originally Published 1922 )

In Chapter X various forms are given for the recording of resolutions passed by meetings (Forms 3-23). This may be done in a personal way by mentioning the names of the proposer and seconder of a motion, or impersonally by a simple statement that the motion was made and seconded. I like the former way better because it is more accu-rate; and there are times when it is necessary under the by-laws to record the vote of each member.

Minutes should recite in the clearest language and in the fewest words possible the events of a meeting. The record should be accurate and complete. To get the feeling of a meeting, the sense of the meeting, and transcribe it briefly, that is the thing.

What follows the discussion is easy to record for it is generally expressed in plain, accurate and unmistakable words.

The minutes of the Board of Directors of a large corporation, I believe, should be very formal, consisting practically of resolutions and their preambles, but the minutes of the Executive Committee might properly contain a little more data with respect to the nature and some of the details of the discussions which precede the passage of resolutions, and on small committees it seems to me quite proper that a rather full state-ment of the details of discussion is desirable, from a historical standpoint even if no resolution follows. There is even a place for humor in literary clubs or clubs formed for some purpose in an art.

In a small organization of intimate friends I once heard the president say, " Will the secretary be kind enough to read that series of romances which he is pleased to believe constitute the minutes of the last meeting? And in another the secretary, assuming a funereal solemnity, reads the minutes in a manner and with a diction which would excite the envy of Mark Twain or Irvin S. Cobb. As a matter of fact the records of both these secretaries are accurate to the last degree and their manner of presentation adds greatly to the esprit de corps of their respective societies. However, I would not recommend their style for a meeting of the stock-holders of the New York Central Railroad Company.

In closely knit organizations, as a matter of courtesy to a minority, the chairman or the proposer of a motion may ask for a show of hands before a motion is put, so that it may be withdrawn if it should transpire that the minority would be injured by its passage; or for the purpose of disclosing to a very small minority the possibility of their error in judgment; or for the purpose of permitting the withdrawal of the name of a person being voted upon for membership, if opposition to his election should develop.

These are the efforts of gentlemen to reconcile differences of opinion and should not be recorded by the secretary. Occasion-ally the sense of a meeting will be taken upon a new and intricate problem which will require the careful thought of the members between that meeting and the following one, to show the trend of opinion upon its first presentation. This should not be recorded . except upon resolution.

As I have said before, there are times when it becomes necessary to record the vote of each member. To make this clear and to illustrate the fact that minutes should be written neatly and in such form as to enable them to be easily read, as well as to present a good appearance to the eye. I have prepared a set of short minutes of a meeting of a Board of Directors (Chap. X, pp. 93-97, Form 23) . Of course it is not the only form. Minutes will vary considerably in form, depending on the nature of the organization the business of which is being recorded; and in all cases there will be scope for the exercise of literary ability and for the display of good taste in the arrangement of data upon paper. It is desirable to have the minutes typed by the same person so that they will be uniform, like a well-printed book.

Under the provisions of a by-law of the Chamber of Commerce of the United States, after each meeting of the Board of Directors, the secretary sends to each member of the Chamber a bulletin containing an abstract of actions taken by the Board, including the records of yea and nay votes.

Copies of resolutions and appropriations are generally prepared before a meeting takes place and upon its conclusion, if acted upon favorably, they are immediately, signed by the secretary and sent to those who are interested in them.

It is important that the reports of all committees be finally approved and that their acts be confirmed by the Board of Directors or other governing body; and it is the duty of the secretary to bring such action about.

Resolutions which deal with complicated legal questions are usually drawn up by Counsel to conform to the laws of the United States or a particular state or municipality. Where they have to do with a foreign country they are prepared by a person who is familiar with the laws of that country or in consultation with Associate Counsel who is familiar with them, and in certain cases they are viséd by the local Consul for that country after being otherwise executed.

It is a fact that the actions of the meeting are not always formally stated, especially in small bodies. Discussions will take place, lasting five or ten minutes perhaps, ending with the remark from a director—" Well shall we have it so and so? "—to which the others agree. There is no question as to the sense of the meeting, and when the minutes appear the transaction will read something like this.

A general discussion ensued with respect to the acceptance of an order for----- at $---- Thereupon on motion, duly made and seconded, IT WAS RESOLVED, that the offer of Messrs -------.

If the minutes are not corrected when read later, it is safe to assume the secretary has recorded properly the action of the meeting.

Sometimes a secretary will be in doubt as to what action was intended, in which case he may ask the proposer of a motion for an exact wording, and in any case the wording must pass the inspection and criticism of a succeeding meeting.

With regard to the filing of reports, there are occasions when it is necessary to incorporate a report in the minutes. This is generally ordered by a resolution.

The yearly duties of the secretary of a corporation are those which have to do with the annual meetings of the stockholders and of the Board of Directors. The monthly duties are connected with the meetings of the Board of Directors and the weekly ones with the Executive Committee, the Finance Committee or other sub-committee. Some of their details are given in Chapters IX, X and XI, while allusions to the daily tasks are scattered and interwoven throughout the work.

Suppose we take up the events of the meetings of a corporation. The By-Laws pro-vide for the notification to the stockholders of the annual meeting by the publication in the newspapers of certain cities for several weeks previous to the meeting (Chapter XI, p.98, Form 24), and for special meetings of the stockholders in practically the same mariner. To each stockholder is also sent a personal notice of the meeting and a form of proxy to be used if the stockholder cannot attend personally (Chap. XI, pp. 99-100, 100-101, Forms 26, 27).

Before the meeting convenes it is the duty of the secretary or the treasurer to obtain and certify an alphabetical list of the names and addresses (Chapter XI, p. 101, Form 28), and the number of shares held by each stockholder on a day previously set by the directors as the time for the closing of the books for the meeting about to take place (Chap. XI, p. 99, Form 25) ; and to certify to the proxy committee, previously selected, the number of shares represented ( Chap. XI, pp. 102403, Form 29), and to count the proxies, comparing them with the names up-on the list. He prepares a ballot for the proxy committee to sign (Chap. XI, p. 105, Form 32). At the meeting the secretary states the amount of stock represented by proxies and that the proxies represent a quorum of the stock. Perhaps he selects the judges for the approval of the Board of Directors (Chap. XI, pp. 103-104, Form 30) and sees that they take the oath " To well and truly conduct the election" (Chap. XI, pp. 104-105, Form 31). After the meeting begins he performs the usual duties of the secretary, finally accepting from the judges their statement of the election of certain persons as members of the Board of Direct-ors, or other governing body; and reads this to the meeting (Chap; XI, pp. 106-107, Form 33).

It is not necessary to keep proxies or the stock list after the report of the judges has been made and the annual meeting has adjourned. I keep mine however, and the certified stock list, for a year for possible reference within that time.

Notices for Directors' meetings, or those of the Executive Committee or the Finance Committee, or any other committee, are usually sent forth on printed cards, with spaces for the date and the hour and place of the meeting, a few days before the meeting takes place (Chap. XI, pp. 107-108, Forms 34, 35, 36).

Occasionally it is necessary or desirable to call a special meeting of the Directors hurriedly, when there is not time to give the notice which is provided for in the By-Laws, in which case, under most By-Laws, the Directors may waive their rights in accordance with the form shown in Chapter XI, p.109, Form 37.

At all meetings the secretary should consider himself the host, and see that his guests are comfortably provided for physically, I mean that the meeting room is well lighted, ventilated and of the proper temperature, as these things count for clear thinking and pleasure in attending meetings. He should see to it that the table is provided with stationery for possible use, as well as the Order of Business and such multiplied re-ports and statements as will assist members in taking part in discussions and coming to proper conclusions. Where fees are given, he distributes them. He should sit near the presiding officer in order to guide him in the details of the meeting.

In naming a committee it is usually under-stood that the person first mentioned is the chairman, or if his name is last, the word " Chairman " should be added.

It is customary in some companies to invite certain officers to attend certain meetings where their special knowledge of affairs in their own departments will enlighten the directors and facilitate business. It is the practice in many companies and societies to have read at meetings a digest of the minutes of the preceding meeting, if they are very long, or to have a digest sent to each member in time for him to read before attending the meeting. In this case it will be for the meeting to decide whether it desires to have the minutes read in full. Digests of communications are frequently read by the secretary instead of the communications themselves when they are long or numerous.

The secretary should stand while reading. This practice is often waived in small assemblages. When an election by ballot is being held for an officer and there is but one nominee it becomes the duty of the secretary to cast the ballot and the form of procedure will be expressed somewhat as at Form 21, p. 92, Chap. X.

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