State the provisions of the Companies Act relating to the qualification and appointment of the company secretary, and explain the extent to which a company secretary can contractually bind a company.

• Under section 178 (1) of the Companies Act, every company must have a secretary. However, if the office is vacant its functions may be discharged by an assistant or deputy secretary or a delegate of the board.
• The company secretary is appointed by the board for such duration and on such other terms and conditions as the board may deem fit.
• The board is empowered to remove the appointee from office.
• To qualify for appointment one must be:
o An advocate of the high court or
o Hold the Certified Public Secretary of Kenya Certificate or
o Possess such other qualifications which qualify him for appointment.

However, the following persons are disqualified from acting as company secretary.
• The sole director of the company
• A company whose sole director is a company.

• The company secretary is an officer of the company with extensive duties and responsibilities. He is the chief administrative officer of the company with wide powers to bind the company. As explained in Panorama Developments Ltd V. Fidelis Furnishing Fabrics Ltd, a company secretary is entitled to sign contracts with the administrative side of the company.
• He has implied authority to bind the company.
• The company is generally liable for wrongs committed by the secretary in the course of his employment unless he has acted fraudulently. However, he may incur personal liability on contracts entered into on behalf of the company if sufficient care is not taken for example signing a negotiable instrument on behalf of the company.
• He is liable to the company in damages occassioned by his negligence.
• Misfeasance proceedings may be instituted against him.

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