In corporate meetings, the Corporate Secretary is tasked to send out the notices of meetings, receive proxies, certify the existence of a quorum, note the vote of the directors, ensure the proper holding of the meeting and issue a Secretary’s Certificate to attest to what transpired during the meeting.
The Corporate Secretary plays an important role in corporate meetings. Lest it be misunderstood, the Corporate Secretary is not the usual secretary in the office but rather a corporate officer.
The Corporate Secretary sends out the notices and receives the proxies.
For board or stockholders’ meetings, the Corporate Secretary is the one tasked to send out Notices for such meetings. If a stockholder is unable to attend the meeting and wishes to be represented therein, he shall submit the proxy to the Corporate Secretary within a reasonable time prior to the meeting (Sec. 50 RCC).
The Corporate Secretary calls the roll, certifies the quorum and ensures the proper conduct of the meeting.
At the start of the meeting, the Corporate Secretary, upon instructions of the Presiding Officer, conducts the roll call. Thereafter, he shall confirm and note the participants and certify the existence of a quorum in the meeting.
In SEC Memorandum Circular No. 6, series of 2020 (“SEC MC No.6”), the SEC enumerated the following duties of the Corporate Secretary:
1. Ensure that suitable equipment and facilities are available for the conduct of meeting by remote communication (i.e., reliable internet connection, high bandwidth availability capable of supporting numerous simultaneous connections, etc.);
2. Ensure that the attendees are able to hear and see the other participants clearly during the course of the meeting and that attendees should be able to communicate and understood by the other party;
3. Ensure that the visual and audio recordings of the meeting are secured;
4. Ensure that the visual and audio recordings of the election/meeting are current and on-going and that there is no stoppage or interruption. Should an interruption or stoppage occur, the recording shall restart from the point where it was stopped or interrupted with proper statement of points in time;
5. Ensure to safe-keep and perpetuate in updated data storage equipment or facility the visual and audio recordings; and
6. Require those who attended the meeting through remote communication, to sign the minutes of the meeting whenever the act of signing is practicable, on a reasonable time after the meeting.
The Corporate Secretary notes the votes during the meeting.
Sec. 8 of SEC MC No. 6 enunciates that in case of a need to vote in any item or matter in the agenda, the Presiding Officer shall direct the Corporate Secretary to note the vote of each director.
The Corporate Secretary executes the Secretary’s Certificate.
The Corporate Secretary shall note the minutes of the meeting. Thereafter, he shall prepare the Board Resolution which shall be signed by the directors. To attest to these resolutions, the Corporate Secretary shall prepare the Secretary’s Certificate. This Certificate will enumerate the resolutions approved and adopted as well as certify that said resolutions were not revoked, altered or modified and thus, may be relied upon until written notice to the contrary is issued by the corporation.
Whew! Not so easy after all to be a Corporate Secretary! Now, who wants to be a Corporate Secretary?
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If you want to learn more on how to hold board meetings or other corporate or need assistance in corporate law, commercial law, corporate or commercial litigation or need corporate retainer services, or civil or other criminal law-related issues, we can help you. Nicolas and de Vega Law Offices is a full-service law firm in the Philippines. You may visit us at the 16th Flr., Suite 1607 AIC Burgundy Empire Tower, ADB Ave., Ortigas Center, 1605 Pasig City, Metro Manila, Philippines. You may also call us at +632 84706126, +632 84706130, +632 84016392 or e-mail us at [email protected]. Visit our website https://ndvlaw.com.
