Law and Secretarial Practice
The legal framework
Start with the sources of law: the constitution, statute, common law, equity, precedent and custom. Then build up: law of contract (offer, acceptance, consideration, intention to create legal relations, capacity, legality, free consent), agency (actual, implied, apparent authority; ratification), partnership and company law. For companies, the essential ideas are incorporation, separate legal personality (the Salomon principle), types of company, promoters and pre-incorporation contracts, the constitution (memorandum and articles), share capital and classes of shares, appointment and removal of directors, and the company secretary's statutory duties.
Meetings - the secretary's core competence
You must be able to classify meetings (statutory, annual general, extraordinary/general, board, committee), state who may convene them, compute notice periods, determine quorum, and distinguish the types of resolution. Also know the statutory registers and returns the secretary maintains, the rules on proxies and polls, and the consequences of procedural irregularity.
Traps examiners use
- Ordinary vs special resolution: an ordinary resolution needs a simple majority of votes cast; a special resolution needs a 75% majority. Do not confuse "special notice" (advance warning of an intention to move a resolution) with "special resolution".
- Notice periods differ for public and private companies and for AGMs versus other meetings - always quote the applicable statute rather than a memorised number.
- Quorum is counted on persons, not proxies, unless the articles allow otherwise.
- Private companies may often dispense with AGMs and use written resolutions; do not assume every company must hold one.
Rule of thumb
For any procedural question, run the sequence: Who convenes? → Is notice valid? → Is there a quorum? → What majority is required? → Is the item within the meeting's competence? A resolution passed at a meeting without proper notice is generally voidable, and a resolution on a matter reserved to a special resolution fails outright if only a simple majority is obtained.