PRACTICAL SECRETARIAL WORK PRACTICAL SECRETARIAL WORK A GUIDE TO SECRETARIAL PRACTICE FOR THE EXAMINEE AND COMPANY SECRETARY BY HENRY I. LEE, A. C. I. S. AND WILLIAM N. BARR THIRD EDITION BY PERCY J. W. DANIELL A. C. I. S., F. C. C. S., F. R. ECON. S. l Medallist of the London Chamber of Commerce in Secretarial Practice, Company Larr and Commercial Law LONDON SIR ISAAC PITMAN SONS, LTD. PREFACE THIS treatise is de gfctfed primarily to meet the needs of examinees and potential secretaries who are prepar ing for the examinations of the recognized secretarial bodies. The book covers the syllabuses in secretarial practice for both the intermediate and the final examinations of these bodies. The manner in which some of our text is presented may appear unorthodox. We offer no apology for this, as we adopted this method with the intention of con veying the maximum amount of information in the minimum space, and with the object of presenting our subject clearly and concisely, so that the reader is materially assisted in acquiring a logical grasp of all matters dealt with. All unessential details of company law have been excluded, as this is a treatise on secretarial routine, and not on the law relating to companies, but when ever an explanation of the law has been necessary it has received adequate treatment. We believe that our method of presentation will at once commend itself to the reader who is seeking guid ance on the more practical aspect of secretarial work. Secretarial practice is a vast and ever-growing subject, and we have endeavoured to cover thoroughly the entire scope of secretarial routine to ensure that readers will have in their possession an informative and reliable manual VI PREFACE We trust that the book will be of practical use both to students and to company secretaries, as well as to others interested in the secretarial profession. H. I. L. W. N. B. NOTE TO THIRD EDITION IN this Third Edition, whilst the main features of the original work have been preserved, the whole of the text has been thoroughly revised and brought up to date to cover the many changes in secretarial practice and procedure introduced by the Companies Act, 1948. P. J. W. D. CONTENTS CKAP. PAGB PREFACE . .... V NOTE TO THIRD EDITION vi TABLE OF FORMS AND SPECIMENS . . ix TABLE OF CASES ..... Xiii I. THE RIGHTS AND LIABILITIES OF A COM PANY SECRETARY .... I II. INCORPORATION AND FORMATION OF COM PANIES ...... 10 III. CORRESPONDENCE, FILING AND INDEXING 14 IV. OFFICE ORGANIZATION AND BUSINESS METHODS ...... 40 V. PRECIS WRITING, DRAFTING REPORTS, CIRCULARS, ETC. 6l VI. APPLICATION AND ALLOTMENT PROCEDURE 73 VII. CALLS AND FORFEITURE. . . . IIQ VIII. TRANSFER AND TRANSMISSION . . 127 IX. MISCELLANEOUS MATTERS IN CONNECTION WITH TRANSFER AND TRANSMISSION . 176 X. PAYMENT OF DIVIDENDS . . . 204 XI. ALTERATIONS OF CAPITAL . . . 226 XII. DEBENTURES ..... 244 XIII. SECRETARIAL DUTIES CONCERNING MEET INGS NOTICES, ETC. .... 275 XIV. AGENDA AND MINUTES .... 305 XV. RESOLUTIONS ..... 325 XVI. RECONSTRUCTION AND REORGANIZATION . 336 XVII. PRIVATE COMPANIES .... 368 XVIII. STATUTORY COMPANIES .... 373 XIX. MISCELLANEOUS MATTERS . . . 379 INDEX ...... 393 TABLE OF FORMS AND SPECIMENS PAGE ADVICE of transfer to transferor, letter of . . . 147 Agenda, specimens of annual general meeting ....... 308 board meeting . . . . . . . .308 directors meetings. ....... 308 first board meeting ....... 307 statutory meeting ........ 308 Allotment, letter of . . . . . . . .118, conditional or provisional . . . . .115 sheets ......... 108 Annual report of directors ....... 65 Application and allotment sheets . . . . .108 BALANCE ticket . . . . . . . 173 CALL letter ......... 123 list .......... 121, receipt for, endorsed on share certificate . . .122 Cash book for transfer department ..... 202 Certification of transfer . . . . . . .141 Cheque, endorsement and receipt on . . . . .109 Circulars, specimens of bonus share issue . . . . . . . ...