Powers and Duties:

 The powers and duties of the secretary depend on the size and nature of the company and the personal contractual arrangements that it makes with him. However, a company usually has the following powers and duties:

(a) To be present at all meetings, including board meetings, and take the minutes of such proceedings.

(b) On the instructions of the board, to issue notices of meetings to members and others.

(c) To countersign instruments to which the company seal has been affixed (see Article 113 of Table A).

(d) To conduct and record transfer of shares.

(e) To keep the books of the company, particularly those relating to the internal administration of the company, eg. the share register, and register of charges.

(f) To make all the returns of the company, eg. the annual returns, notice of special resolutions, etc.

Section 180 provides that a provision requiring or authorizing a thing to be done by or to a director and the secretary, is not satisfied by it being done by or to the same person acting as secretary and director.