SECRETARY of a is usual for every joint-stock company to have an official, known as the secretary, by whom it is represented in its transactions with the public, the officials who administer the Companies Acts, and the shareholders. The functions of the office, though always of consider able importance and responsibility, may yet vary in extent and detail according to the nature and scope of the operations of each particular company. It is therefore impossible to state, in general terms, the duties of a company's secretary. In a company of importance his attention is usually restricted to the general supervision of the accountancy department ; the arrangement of the business of the directors ; the expression of the directors' determinations both to the staff of the company and to those of the public with whom the company has any business relationship ; and to the conduct of formalities required by the Companies Acts. In a smaller company his energies may be further occupied in the detail of bookkeeping, and even in the management or operation of actual business transactions. There are, however, certain depart ments of activity with which convenience or statute has definitely associated him, either solely or jointly with some other official of the company. Of the former may be mentioned such matters as arranging the directors' and share holders' meetings, and attending thereat and taking the minutes ; issuing to the shareholders and others all notices ordered by the directors ; corresponding with shareholders and debenture holders with regard to allotments, dividends, calls, transfers, and forfeitures, and so forth ; and keeping the more public books of the company, such as the register of members, the share ledger, the transfer book, and the register of mortgages. Of the latter may be mentioned his varying responsibilities under the Companies Acts 1862 to 1900, which generally impose heavy penalties m case of default. Thus he is one of the persons under a liability duly to publish the name of the company; to maintain and enter up the register of mortgages and charges ; to keep and permit a certain inspection of the register of members ; to enter up and preserve the company's books and documents ; to file the prescribed statutory declaration at the commencement of the business of the company ; to file a return of the allotment; and to prepare and sign the prescribed annual list of members and summary of affairs. And though the duties of a secretary are so important, yet the nature of the office has received no definition, or even recognition, by the courts (Barnett v. South London Tramways Co.). " A secretary is a mere servant ; his position is that he is to do what he is told." So his power to bind his company by letters or verbal representations is limited and depends upon the same principles as that of any other servant or agent—" No person can assume that he has any authority to represent anything at all ; nor can any one assume that statements made by him are necessarily to be accepted as trustworthy without further inquiry, any more than in the case of a merchant it can be assumed that one who is only a clerk has authority to make representations to induce persons to enter into contracts" (Same Case; Neadands' Case). Infor
mation given by a secretary with regard to the financial situation, dealings, and relations of his company with third persons should not therefore be accepted, is a matter of course, as given with the full authority of the company ; but any letters in respect of the company's business which are signed by him are orimti facie the letters of the company (Johnson v. Lyttle's Iron Agency). And thus, being nothing more than an ordinary employee, a secretary must look to the special terms of his appointment in regard to such matters as his duties, eonditions of service, and remuneration. These terms should, as a general rule, be expressed in an agreement under seal, but often they appear only in the resolution of the directors under which the appointment is made ; the articles )f association are by no means the place for an effective contract of service. Ile principles general to the relationship of master and servant also deter mine the matter of the dismissal of a secretary, though it is useful to note that resolution or order for winding up is equivalent to dismissal (Chapman's Case), as also is the appointment of a manager and receiver at the instance of the holders of debentures (Reid v. Explosives Co.). A secretary, as such, has no power to strike a name off the register (Wheatcroft's Case); nor, without due authority, to make calls. But by " certifying" a transfer he may raise an estoppel against his company (Bishop v. Ballcis Consolidated Co.).
is a criminal offence to sell, sow, or expose poisoned seeds; but there is nothing to prohibit " the offering or exposing for sale or selling., or the use of any solution, or infusion, or any material or ingredient for dress ing, protecting, or preparing any grain or seed for bona fide use in agriculture only, or the sowing of such last-mentioned grain or see'd so prepared." The Adulteration of Seeds Act, 1869, imposes the punishment of a fine or im prisonment upon any one who adulterates or deals in adulterated seed. And in addition to such punishment the Court can order the offender's name, occupation, place of abode, and place of business, and particulars of his punishment, to be published in the newspapers, or otherwise as the Court decides, at his expense. The following are the offences aimed at by the Act :—(1) Killing or causing to be killed any seed, or, in other words, destroying by artificial means the vitality or germinating power of the seeds ; (2) Dyeing or causing to be dyed any seed, the term " dyeing" including the application to seeds of any process of colouring, dyeing, or sulphur smoking; Etnd (3) Selling or causing to be sold any killed or dyed seeds. See ADUL TERATION; FERTILISERS.