Brighton College Bangkok
Bangkok: Mon 26-Feb-2018 08:15 (UTC+7)

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Constitution

By approval of the Annual General Meeting of the Members on 26 January 2017 and as registered on 26 February 2017

1. NAME

This Chamber of Commerce is named the "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

3.1 To promote trade, industry, investment and economic relations between the United Kingdom and Thailand.

3.2 To assist members of the Chamber of Commerce in the promotion of trade, industry, investment and economic relations between the United Kingdom and Thailand.

3.3 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.

3.4 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:

5.1 Ordinary Membership

5.2 Honorary Membership

6. ORDINARY MEMBERS

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

7. HONORARY MEMBERS

7.1 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 resolution of the directors at a Board of Directors’ meeting.

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

8. APPLICATION AND ELECTION

8.1 a. Any person wishing to become a member must submit an application in approved form in writing to the chamber office, stating the following information:

• The name and address of the applicant;

• The type of enterprise in which the applicant is engaged;

• The date and place of registration, if a juristic entity;

• The applicant’s agreement to comply with the Constitution and resolutions of the Chamber of Commerce; and

• The applicant’s agreement to obtain and maintain any licences, permits and approvals necessary in connection with their business activities.

8.2 Upon receipt of an application, it shall be submitted to the Board of Directors at their next meeting for consideration. Applications may be approved only by a motion of the Board of Directors passed by a majority of the directors present.

8.3 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 any other relevant information.

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 EXPULSION OF MEMBERS

10.1 (a) 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.

(b) 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 or the Kingdom of Thailand, and pending full investigation of the matter in accordance with the paragraph below.

(c) Unless immediate suspension is called for in a serious case (when such decision to suspend shall be made by a majority of the Officers of the Chamber), such power shall be exercised by the affirmative vote of not less than two-thirds (2/3rds) of the Directors present in person at a Board of Directors meeting.

(d) 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.

(e) The decision of the Board of Directors shall be notified to the member in writing, as soon as practicable.

(f) The Board of Directors may by the affirmative vote of not less than two thirds (2/3rds) of the directors present in person at a Board of Directors meeting resolve to remove such suspension.

10.2 (a) The Board of Directors 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 or the Kingdom of Thailand.

(b) 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.

(c) Such expulsion must be approved by a two-thirds (2/3rds) vote of the directors present in person at a Board of Directors Meeting.

(d) 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 and shall be posted on the Chamber of Commerce website.

(e) If the member concerned having been sent notice of the time, date and place of the meeting, does not personally attend the meeting to hear the proceedings, or does not send his authorised representative to do so, then for the purpose of expulsion, the meeting shall proceed as if the member was present.

11. TERMINATION OF MEMBERSHIP

11.1 Membership may be terminated in any of the following cases.

(a) Death, in the case of a member who is a natural person.

(b) Resignation

(c) On a member being declared bankrupt by a Court of Law or (in the case of a juristic entity) upon its passing a resolution to wind-up.

(d) Failure or termination of business

(e) Expiration of membership under Article 10 or Article 14.

(f) On being declared by a Court of Law to be legally incompetent or incapable.

12. RIGHTS AND DUTIES

12.1 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.

12.2 Members must comply with the Constitution and resolutions passed by the Chamber of Commerce.

13. MEMBERSHIP SUBSCRIPTION

Ordinary members shall pay annual membership subscriptions as determined by the Board of Directors.

14. SUBSCRIPTION IN ARREARS

Membership of the Chamber of Commerce shall terminate for any member who is in arrears of payment of subscription for a period of longer than three months after the due date for receipt of payment following submission of an invoice from the Chamber.

15. COLLECTION OF SPECIAL FEES

The Board of Directors shall have the power to authorise the collection of special fees from members, but such a motion must be passed by a vote of 75% (3/4ths) of the Directors.

16. BOARD OF DIRECTORS

16.1 A Director shall be a natural person. A Director shall be elected for a two (2) year term of office except as provided below.

A director shall have a duty to manage the affairs of the Chamber of Commerce.

16.2 A Director shall be elected by, and from the ordinary members at a General Meeting. There shall be not less than twelve (12) and not more than fourteen (14) directors on the Board of Directors.

16.3 Candidates for election to the Board of Directors must confirm their desire to stand as a candidate in writing, at the latest, at the commencement of the Annual General Meeting.

16.4 All candidates must be proposed and seconded by other members of the Chamber.

16.5 Election of the Board of Directors shall be by secret ballot by those members present at the Annual General Meeting, in person or by proxy, and by those who have submitted a duly signed, dated and completed ballot form.

16.6 Each member shall have one vote.

16.7 At every Annual General Meeting, a Director who has completed his term of office shall resign. Subject to Articles16-1-16.6, a retiring Director shall be eligible for re-election.

16.8 (a) The election of directors at the Annual General Meeting and the counting of votes for candidates, shall be supervised by the British Embassy Thailand or an independent agency appointed by the Board of Directors.

(b) The result of the election shall be announced by the outgoing Chairman at the Annual General Meeting, notified in writing to the members and posted on the Chamber of Commerce website.

(c) In the case of a tied vote for candidates with the least number of votes, the successful candidate shall be determined by the Board of Directors immediately following the AGM.

16.9 The Board of Directors shall, promptly after each Annual General Meeting of the members, hold a meeting to elect the Chairman from among their own members. The elected Chairman shall without delay appoint Vice Chairmen and a Treasurer.

16.10 The Chairman and the Vice-Chairmen shall together constitute the Officers.

16.11 The Chairman or one Vice Chairman must be persons of British nationality.

16.12 If required by law, a Director not of Thai nationality shall apply for and obtain a work permit, or an endorsement to a work permit already held by him in order to perform his duties as a director .

16.13 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% (1/2) of its members. The Board of Directors shall meet at least once a month. Minutes of meetings of the Board of Directors shall be kept and when approved, distributed to all Directors and posted on the Chamber of Commerce website.

16.14 Where a Director is absent from the monthly Board of Directors meeting on three consecutive occasions, he shall be deemed to have vacated his appointment as a member of the Board of Directors unless there are exceptional circumstances. The Board of Directors will exercise discretion on this matter taking into account the reasons for absence given.

16.15 In the event of a vacancy occurring in the Board of Directors before the completion of a director’s term of office regardless of the reason, then the Board of Directors by the vote of a majority of those present at a meeting has the power to elect an ordinary member who is a natural person, or the authorised representative of a juristic person to fill the vacancy. The Director so elected shall remain in office only for the period of office remaining of the Director whom he replaced.

16.16 The Board of Directors is entitled to appoint groups or sub-committees from among their members or from non-members for the purpose of considering, advising or 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 at least one Director as a member.

16.17 A director's term of office shall cease in the following instances:

(a) At the expiration of his term of office.

(b) When his membership of the Chamber of Commerce (or that of the juristic person that employs the director) ceases.

(c) 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).

(d) When a motion is passed by a vote of two-thirds of the members present in person or by proxy or by postal vote at an Extraordinary General Meeting called for the purpose of removing a Director from office.

16.18 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 of the previous year.

17. DUTIES OF OFFICERS

17.1 The Chairman shall serve as the chairman of all General Meetings of the Chamber of Commerce, and of meetings of the Board of Directors.

17.2 The Chairman shall look after the business and interests of the Chamber of Commerce in general.

17.3 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.

17.4 In the absence of the Chairman, a Vice Chairman shall act in his stead and shall have the same powers as the Chairman.

17.5 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 shall be recommended by the Chairman for appointment by the Board of Directors. His duties shall be 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. The Board of Directors shall approve his terms and conditions of employment, and any variation of them.

19. SUSPENSION AND REMOVAL OF DIRECTORS

19.1 (a) The Board of Directors shall have power to suspend a Director from membership of the Board of Directors, prior to initiation of the procedure to expel in the paragraph below.

(b) Suspension will be considered where a Director 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 or the Kingdom of Thailand, and pending full investigation of the matter in accordance with the paragraph below.

(c) Unless immediate suspension is called for in a serious case (when such decision to suspend shall be made by a majority of the Officers of the Chamber), such power shall be exercised by the affirmative vote of not less than two-thirds (2/3rds) of the Directors present in person at a Board of Directors meeting.

(d) The Director 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.

(e) The decision of the Board of Directors shall be notified to the Director in writing, as soon as practicable.

(f) The Board of Directors may by the affirmative vote of not less than two thirds (2/3rds) of the Directors present in person or by proxy at a Board of Directors meeting resolve to remove such suspension.

19.2 (a) The Chamber of Commerce may expel a Director who 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 or the Kingdom of Thailand.

(b) The Director 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.

(c) Such expulsion must be approved by a two-thirds (2/3rds) vote of the directors present in person at a Board of Directors Meeting.

(d) The decision of the Board of Directors must be notified, in writing, to the Director concerned.

(e) If the Director concerned having been sent notice of the time, date and place of the meeting, does not personally attend the meeting to hear the proceedings, or does not send his authorised representative to do so, then for the purpose of expulsion, the meeting shall proceed as if the Director was present.

20. Treasurer

(a) Following the AGM, the Chairman shall appoint and the Board of Directors approve a knowledgeable natural person, or a representative of a juristic person who (in either case) is a member of the Chamber of Commerce who satisfies the requirements prescribed from time to time by the Board of Directors, to hold office as the Treasurer of the Chamber of Commerce. (Ref: 16.9 above)

(b) The Treasurer shall report to the Board of Directors prior to or at their monthly meeting, 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. Unless he is appointed from among the Directors, the Treasurer shall not be considered as a Director.

21. GENERAL MEETINGS

21.1 The Annual General Meeting shall be held in January each year, to

(a) consider the annual report on the affairs and activities of the Chamber of Commerce;

(b) consider and approve the Financial accounts and the Balance Sheet;

(c) elect replacements for those directors whose term of office has come to an end;

(d) to appoint an Auditor; and

(e) conduct any other business referred to in the agenda for the meeting ,or notified in writing to the Chamber of Commerce by a member at least seven days prior to the meeting.

21.2 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.

21.3 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 include an agenda for the meeting.

21.4 A quorum for all meetings of the members shall consist of not less than twenty-five percent (25%) of the members. 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 postal ballot form.

21.5 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 of Commerce office, to be valid, by close of business on the business day preceding the date of the meeting.

21.6 An Advanced Voting form shall be prepared by the Chamber of Commerce office, and shall be made available to members who wish to vote in advance and to be valid, shall be completed, signed and dated by the member and returned to a designated independent and impartial third party by post, fax or email, prior to the time when the Chairman calls the Annual General Meeting to order.

21.7 If after a period of thirty (30) minutes subsequent to the scheduled time for the commencement of the meeting there is still no quorum in accordance with clause 21.4, then the meeting shall be adjourned for seven (7) days and shall be re-convened at the same time and (subject to availability) the same place. Notification of the re-convened meeting shall be sent to the members by email and shall be posted on the Chamber of Commerce website. A quorum shall be deemed to exist at the re-convened meeting provided that 20 or more members are present in person, by proxy or by postal ballots received.

21.8 (a) Members shall have the right to cast one vote.
(b) Where a member holds a proxy for another member or members, the member shall have the right to vote for the member or members whom they are representing.

(c) Where an election of the Board of Directors will take place at the meeting, a member may vote for up to the the maximum number of places available for election.

(d) Voting shall be conducted by secret ballot and supervised by the British Embassy Thailand or an independent and impartial third party approved by the Board of Directors.

21.9 Resolutions at a meeting shall be approved by a simple majority vote of the members present in person or by proxy, unless otherwise prescribed in this Constitution.

22. ALTERATION OF THE CONSTITUTION AND REGULATIONS

22.1 The Constitution of the Chamber of Commerce may be altered only by a resolution approved at an Annual General Meeting or at an Extraordinary General Meeting called for that purpose. The calling of an Extraordinary General Meeting in such case shall be made by a notice in writing to members, at least fourteen (14) days prior to the date of the meeting.

22.2 Resolutions for the better management and administration of the Chamber may be made, from time to time, by the Board of Directors in accordance with its objects, the purposes expressed in this Constitution and the law.

23. DISSOLUTION OF THE CHAMBER OF COMMERCE

23.1 Dissolution of the Chamber of Commerce may only take place in accordance with the law.

23.2 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 approved by an Extraordinary General Meeting.