Agenda
Paper.

334

SECRETARIAL PRACTICE

accurate record of the proceedings. Except as just men-
tioned, a secretary should never, whether acting under the
express instructions of a director or directors, or on his own
initiative, alter minutes of meetings, either by striking out
anything or adding anything [Cawley & Co. (188g), 42 Ch. D.,
at p. 226].

Formerly it was customary to keep an agenda book,
but that course has disadvantages, and it is preferable to
have the agenda prepared on separate sheets of paper, with
the various items for consideration appearing on the left-
hand side, leaving a large right-hand margin upon which
the chairman may write any notes he desires of the decisions
arrived at.

It is the secretary’s duty to prepare the agenda paper,
and he will keep a file in which he will put all letters and
other documents coming into his possession between meetings
which require the attention of the board.

In preparing an agenda the secretary should read through
the minutes of the last meeting to see whether any matters
which were then discussed were ordered to stand over until the
next meeting. He should also read through the agenda paper
of the last meeting to see whether any matter was mentioned
thereon, but was not incorporated in the minutes.

The order of business is often prescribed by rules, but
in all cases (unless it is necessary to elect a chairman of the
meeting) the first item on the agenda should be to read and
sign the minutes of the previous meeting. It will generally
be found advisable at a board meeting of a company to
consider the cash position next subject to any prescribed
order. The company’s cash book or a statement of the
cash position should be produced together with the pass
book, and a certificate should be obtained from the bankers,
made up to the close of business on the preceding day, show-
ing the balance on deposit and current accounts.

Continuing with the board meeting example, the routine
business, such as the passing of share transfers (unless authority
to pass transfers has been delegated to a Committee), the con-
sideration of departmental reports and other matters which
are not likely to give rise to much discussion, should be taken a
as a rule at the commencement of the proceedings.

It is sometimes found expedient, with a view to saving
time, to circulate the agenda paper among the directors a
day or two before the meeting, with explanatory memoranda
by the secretary on any matters which are not self-explanatory,
together with copies of any important letters which require
consideration. If any of the matters to be considered are of a