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Constitution

By approval of the Annual General Meeting of the Members on 23 January 2013 and as registered on 21 May 2013

1. NAME

This Chamber of Commerce is named "British Chamber of Commerce Thailand".

2. OFFICE LOCATION

This Chamber of Commerce has its registered office located at 7th Floor, 208 Wireless Road, Lumpini, Pathumwan, Bangkok 10330 Thailand.

3. OBJECTIVES

  1. To promote trade, industry, investment and economic relations between the United Kingdom and Thailand.
  2. To assist members of the Chamber of Commerce in the promotion of trade, industry, investment and economic relations between the United Kingdom and Thailand.
  3. To provide advice, ideas, and suggestions for British business interests in Thailand, in the field of trade, industry, investment and in other related matters and to provide a business forum for members to consult one another.
  4. To compile news, information and statistics on trade in general, on industrial affairs, and on legal and financial matters worthy of interest, for distribution to members.

4. MEMBERSHIP

The British Chamber of Commerce Thailand shall be composed of members who are resident in Thailand; and the said members shall be natural persons or juristic entities, shall be engaged in enterprises in the fields of trade, industry, finance or economic activity.

5. CATEGORIES

Membership shall be divided into two (2) categories.

  1. Ordinary Membership
  2. Honorary Membership

6. ORDINARY MEMBERS

These shall be ordinary persons or juristic entities who are resident or maintaining a permanent branch in Thailand.

7. HONORARY MEMBERS

These shall be persons who have brought or will bring honour to the Chamber of Commerce, or who are engaged in activities of assistance to the Chamber of Commerce, and who are chosen and approved by a simple majority vote of the directors at a Board of Directors’ meeting.

Honorary Members shall have all the rights of Ordinary Members, except the right to vote.

8. APPLICATION AND ELECTION

  1. Applications from persons wishing to become members must submit their application forms in writing to the chamber office, stating the following information.

    Name and address of applicant; Category of membership for which application is made; The type of enterprise in which the applicant is engaged; The date and place of registration if a juristic entity; Agreement to comply with the Constitution and Regulations of the Chamber of Commerce after election as a member.
  2. Upon receipt of an application, it shall be submitted to the Board of Directors at their next meeting. Applications may be approved only by a motion of the Board of Directors passed by a vote of at least FIVE of the directors present.
  3. When the Board of Directors has accepted an applicant for membership, the applicant shall be notified promptly, and forwarded a copy of the Chamber’s Constitution and Regulations.

9. RESIGNATIONS

Any member desiring to resign from membership of the Chamber of Commerce must notify the Chamber Office in writing, doing so not less than one (1) month prior to the date when the next subscription becomes payable. If such notification is not made in this manner, the member shall still remain liable for any outstanding sums.

10. SUSPENSION AND EXPULSIONS

The Board of Directors shall have power to suspend a member from membership of the Chamber of Commerce, prior to initiation of the procedure to expel in the paragraph below. Suspension will be considered where a member has conducted himself in an unbecoming manner, or when it is felt that allowing him to remain as a member would bring discredit to the Chamber of Commerce, and pending full investigation of the matter in accordance with the paragraph below. Unless immediate suspension is called for in a serious case (when such decision to suspend shall be made by the Chairman and the Vice Chairmen), such power shall be exercised by the affirmative vote of not less than two-thirds of the directors present in person or by proxy at a Board of Directors meeting. The member concerned shall be entitled to be advised of the nature of the allegations against him and shall have the right to make representations to the Board of Directors prior to the meeting where suspension is to be considered. The Board of Directors may by the affirmative vote of not less than two thirds of the directors present in person or by proxy at a Board of Directors meeting resolve to remove such suspension.

The Chamber of Commerce may expel a member who has conducted himself in an unbecoming manner, or when it is felt that allowing him to remain as a member would bring discredit to the Chamber of Commerce. The member concerned shall be entitled to be advised of the nature of the allegations against him and shall have the right to make representations to any meeting where expulsion is to be considered. Such expulsion must be approved by a two-thirds (2/3rds) vote of the directors present in person or by proxy at a Board of Directors Meeting. The decision of the Board of Directors must be notified, in writing, to the member concerned, as well as all other members of the Chamber of Commerce.

If the member concerned does not personally attend the meeting to hear the proceedings, or does not send his representative to do so, then for the purpose of expulsion, the meeting shall proceed as if the member was present.

11. TERMINATION OF MEMBERSHIP

Membership may be terminated in any of the following cases.

  1. Death, in the case of a member who is a natural person.
  2. Resignation
  3. On a member being declared bankrupt by a Court of Law.
  4. Failure or termination of business
  5. Expiration of membership under Article No. 10 or Article No. 14.
  6. On being declared by a Court of Law to be legally incompetent or incapable.

12. RIGHTS AND DUTIES

  1. Within the scope of the objectives of the Chamber of Commerce, and of the Chamber of Commerce Act B.E. 2509 (A.D. 1966), members shall have the right to receive assistance and advantages connected with trade and economic affairs.
  2. Members must comply with the Constitution and Regulations laid down by the Chamber of Commerce.

13. MEMBERSHIP SUBSCRIPTION

Ordinary members shall pay membership subscriptions as set by the Board of Directors annually.

14. SUBSCRIPTION IN ARREARS

Membership of the Chamber of Commerce shall be terminated for any member who is in arrears of payment of subscription for a period of longer than three months after the submission of an invoice from the Chamber.

15. COLLECTION OF SPECIAL FEES

The Board of Directors shall have the power to authorize the collection of special fees from members, but such a motion must be passed by the full Board of Directors' unanimous vote.

16. BOARD OF DIRECTORS

  1. The Board of Directors shall be elected for a two (2) years staggered term to manage the affairs of the Chamber of Commerce, and shall be elected from among the ordinary members at a General Meeting. There shall be not less than twelve (12) nor more than fourteen (14) directors on the Board.
  2. Members who are candidates for election to the Board of Directors must give their consent in writing if not present at the Annual General Meeting and all candidates must be proposed and seconded. Election of the Board of Directors shall be by secret ballot by those present at the meeting in person or by proxy and those who have submitted a duly signed, dated and completed postal ballot form.
  3. At every Annual General Meeting of the members, half of the number of the directors who are current members of the Board of Directors at the date of the meeting shall retire from office, or, if the number of retiring directors is not two or a multiple of two, the nearest higher number above one half shall retire from office.

    Subject to Article 16 (a) and (b), a retiring director shall be eligible for re-election.

    For the first year of implementation, the said required half of the directors who must retire from office shall be those directors who received the least number of votes when they were elected to office.
  4. The Board of Directors shall, promptly after each Annual General Meeting of the members, hold its meeting to elect the Chairman from among their own members. The elected Chairman shall without delay appoint Vice Chairmen and a Treasurer.

    The Chairman or one Vice Chairman must be persons of British Nationality.
  5. The Board of Directors shall call its own meetings and regulate its own proceedings. A quorum for all meetings of the Board of Directors shall consist of not less than 50% of its members. The Board of Directors must meet at least once a month.
  6. Where a Director is absent without notice from the monthly meeting on three consecutive occasions, he (in the case of a natural person) or it (in the case where the director represents a juristic entity) shall be deemed to have vacated his or its appointment as a member of the Board of Directors.
  7. In the event of vacancies occurring in Board of Directors before the expiration of the normal tenure of office for whatever reason then the Board of Directors has the power to elect an ordinary member to fill the vacancy. The elected Director shall remain in office only for the period remaining of the normal tenure of office of the Director he replaced.
  8. The Board of Directors is entitled to appoint groups or sub-committees from among their members or from non-members for the purpose of taking action on any matters connected with the business of the Chamber of Commerce. All groups or sub-committees shall be under the supervision of the Board of Directors. Each such group or sub-committee must include not less than one Director as a member.
  9. A director's term of office shall cease in the following instances.-
    1. At the normal expiration of their tenure of office.
    2. When their membership of the Chamber of Commerce (or that of the juristic person that the director represents) ceases under the provisions of Clauses Nos. 9, 10, 11 and 14.
    3. When the Ministry of Commerce orders termination under the provisions of Article No. 40 of the Chamber of Commerce Act of B.E. 2509 (1966)
    4. When a motion is passed by a vote of two-thirds of the members present in person or by proxy at an Extra-ordinary General Meeting called for the purpose of removing a Director from office.
  10. Each year the Board of Directors shall submit to the Annual General Meeting their report on the Chamber’s affairs and activities, and also the annual audited Balance Sheet as at 31st December.

17. DUTIES OF BOARD DIRECTORS

  1. The Chairman shall serve as the chairman of all General Meetings of the Chamber of Commerce, and of meetings of the Board of Directors.
  2. The Chairman shall look after the business and interests of the Chamber of Commerce in general.
  3. The Chairman shall sign his name together with the Executive Director or a Vice Chairman on documents concerned with the business of the Chamber of Commerce. He shall also sign the annual Balance Sheet of the Chamber of Commerce, after their certification by the Auditor.
  4. In the absence of the Chairman, a Vice Chairman shall act in his stead and shall have the same powers as the Chairman.
  5. In the absence of the Chairman and the Vice Chairmen, the Board of Directors will elect any one of their members to serve as temporary Chairman.

18. EXECUTIVE DIRECTOR

An Executive Director may be appointed by the Chairman, with the approval of the Board of Directors, to execute the general affairs of the Chamber in accord with the objectives, rules and policies of the Chamber and perform such functions and duties as may be determined by the Board of Directors.

19. SUSPENSION AND REMOVAL OF DIRECTORS

A director of the Chamber of Commerce may be subject to suspension or removal if it appears to the Board of Directors that he has conducted himself in an unbecoming manner, or when it is felt that allowing him to remain as a director would bring discredit to the Chamber of Commerce.

The Board of Directors may, at its discretion and prior to any actions, suspend the director from directorship, pending full investigation of the matter in accordance with the paragraphs below. Unless immediate suspension is called for in a serious case (where such decision to suspend shall be made by the Chairman and the Vice Chairmen), such power shall be exercised by the affirmative votes of not less than two-thirds of the directors present in person at a Board of Directors’ meeting. The directors concerned shall be entitled to be advised of the nature of the allegation against him and shall have the right to make representations to the Board of Directors prior to the meeting of the Board of Directors where suspension is to be considered. The Board may by the affirmative votes of not less than [two-thirds (2/3)] of the directors present in person at a Board of Directors’ meeting resolve to suspend or remove the director or discharge the case.”

20. Treasurer

The Board of Directors shall appoint a director or a knowledgeable member of the Chamber of Commerce who meets the requirements prescribed from time to time by the Board of Directors to hold office as the Treasurer of the Chamber of Commerce for a term of two (2) years. The Treasurer shall report to the Board of Directors on a monthly basis and shall always be available to respond to the queries of the members at their general meetings. The Treasurer shall be responsible for running the financial affairs and bank accounts of the Chamber of Commerce under the scrutiny of the Board of Directors and shall advise the Board of Directors on matters relating thereto. The Board of Directors may at its sole discretion confer to the Treasurer the same signatory authority as that of the Vice Chairmen.”

21. GENERAL MEETINGS

  1. The Annual General Meeting shall be held in the month of January each year, to consider the annual report on the affairs and activities of the Chamber of Commerce; to consider and approve the Balance Sheet; to elect a new Board of Directors; to appoint an Auditor; and to conduct any other business notified at least seven days prior to the meeting. Candidates for election to the Board of Directors must confirm their desire to stand as a candidate to the Chamber office in writing, not less than 14 days prior to the date of the AGM.
  2. All members shall be notified of the Annual General Meeting, not less than fourteen (14) days prior to the date of the meeting; such notice shall include the agenda of the meeting.
  3. The Board of Directors or one-third of the entire membership, at any time may propose that an Extraordinary General Meeting be called. Notice of the meeting shall be sent to all members at least fourteen (14) days in advance of the date of the meeting; this notice shall also state the purpose of the meeting.
  4. A quorum for all meetings of the members shall consist of not less than twenty-five percent (25%) of the membership. A quorum shall include those members present in person or by proxy, or (in the case of a meeting at which an election of the Board of Directors will take place) those who have prior to the meeting submitted a duly completed, signed and dated written postal ballot form.

    A member present in person, means a member present at the meeting. A member present by proxy, means a member who has submitted a duly completed, signed and dated proxy form to the Chamber office, to be valid, by close of business on the business day preceding the date of the meeting. A postal ballot form shall be prepared by the Chamber office, and shall be made available to members who wish to vote in advance and to be valid shall be completed and signed and dated by the member and returned to a designated independent and impartial third party by post, fax or email, by close of business on the business day preceding the date of the meeting, or at the latest prior to the time when the Chairman calls the Annual General Meeting to order.

    If after a period of thirty (30) minutes subsequent to the scheduled time for the meeting there is still not a quorum present, then the meeting shall be postponed for seven (7) days thereafter and shall be held at the same hour and place. Further notification to the members shall not be required. A quorum shall be deemed to exist at the subsequent meeting irrespective of the number of members present, proxies held and postal ballots received.
  5. Members shall have the right to cast one vote or in the case of a member holding a proxy for another member or members they shall have the right to vote for the member or members that they represent. In the case of an election to the Board of Directors, a member may cast not less than five but not more than 14 votes for candidates. Voting shall be conducted by secret ballot and supervised by the British Embassy or an independent and impartial third party approved by the Board of Directors.
  6. Motions at a meeting shall be carried by a simple majority vote of the members present, unless otherwise prescribed in this Constitution.

22. ALTERATION OF THE CONSTITUTION AND REGULATIONS

The Constitution of the Chamber of Commerce may be altered only by a motion at an Annual General Meeting or at an Extraordinary General Meeting called for this purpose. The calling of an Extraordinary General Meeting in such case shall be made by notification sent in writing to members, so that they will be informed fourteen (14) days prior to the date of the meeting.

23. DISSOLUTION OF THE CHAMBER OF COMMERCE

  1. Except for dissolution in accordance with the law, dissolution of the Chamber of Commerce can be effected only by a motion passed by a three-fourths majority vote of the members present at an Extraordinary General Meeting called for this purpose.
  2. After dissolution of the Chamber of Commerce, if any property or assets remain after liquidation, they must be transferred to a public-charity, or more than one public charity, as resolved by this Extraordinary General Meeting.