Duties and responsibilities

Company secretary

The Board appoints the secretary, who must be 18 years of age or over and ordinarily resident in Australia. The secretary should have a sound knowledge of Corporations Law, the Trade Practices Act 1974 (Cth) and employment, insurance, superannuation and meetings law and procedure. The secretary is an agent for the company in dealing with outsiders.

Relationship to executive director

The executive director assists the company secretary in the day-to-day performance of duties.

Responsibilities of the secretary

Common law requires that the secretary:

acts as the chief administrative officer of the company;
is familiar with Corporations Law and the Association's Constitution;
ensures that all returns are lodged with ASIC on time;
ensures the appropriate notice is given and documentation prepared and delivered for directors' meetings, agendas are distributed and minutes kept;
ensures that proper accounts are maintained and annual reports are prepared; and
ensures that documentation is prepared and distributed at the appropriate times for general meetings.

The main statutory obligations are:

the maintenance of the registered office of the Association;
the preparation and lodgement of the Association's annual return to ASIC;
to be present in person or represented by an agent at the company's registered office during business hours;
to record the appointment and identification details of directors, and their resignations, and report accordingly to ASIC;
to record declarations of interest or conflicts of interests made by directors to a directors' meeting; and
to prepare, with directors, a report for the liquidator on the affairs of the Association in the event of winding up or liquidation and to attend the creditors' meeting.

Secretary as a director

Under Corporations Law, the company secretary may be a director, as is the case in ALIA. However, where the Corporations Law or the Constitution requires the secretary and a director to do or authorise any act or decision, it is not satisfied by the one person acting in both capacities. [Corporations Law s240(7)]

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