Constitution

As approved by the Annual General Meeting of the Members on 28 January 2021 and as registered on 28 January 2021

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 23^rd Floor, M Thai Tower, All Seasons Place, 87 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/herself in an unbecoming manner, or when it is felt that allowing him/her 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/her 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/herself in an unbecoming manner, or when it is felt that allowing him/her 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/her 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/her 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.

(g) Having been convicted of a criminal offence, in any country, except for offences of negligence or petty offences.

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 and for a maximum of four consecutive years. Such director shall then be ineligible for re-election to the Board of Directors for a period of one year, when he or she may stand for election as a Director once again, except as otherwise provided in this Article 16.

A director shall have a duty to manage the affairs of the Chamber of Commerce in accordance with this Constitution, resolutions of the Board of Directors, and the law.

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, by electronic means or otherwise.

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 Chair 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 at the meeting of the Board of Directors convened under Article 16.9..

16.9 The Board of Directors shall within seven days of the Annual General Meeting, convene a physical or electronic, or part physical/part electronic, meeting of the Board of Directors at which the Chair shall be elected by a simple majority of the votes cast.

The Chair shall hold office for a term of two years and is eligible for re-election for further terms of two years, subject to clause 16.1.

At such meeting the Chair elected shall appoint not less than two and not more than four vice chairs.

The Vice Chairs shall hold office for a term of two years, and are eligible for re-appointment for further terms of two years, subject to Article 16.1.

16.10 The Chair and the Vice-Chairs shall together constitute the Officers.

16.11 The Chair or one Vice Chair 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/her in order to perform his/her 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% (one half) of its members. Decisions shall be made by a majority vote of the Directors. The Board of Directors shall meet not less than ten times per year.

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 In the event of a vacancy occurring in the Board of Directors or amongst the Officers 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 appointed shall remain in office only for the period of office remaining of the Director whom he/she replaced, or one year, whichever is the lesser.

Where a person is appointed as a Director or Officer pursuant to this Article 16.14, then for the purposes of calculating years of service for eligibility for re-election and continuous office:

where the remaining term of office of the vacating Director is from 13 to 24 months, then one year shall be deemed to be the term served; and
where the remaining term of office of the vacating Director is 12 months or less, then no period shall be deemed to have been served.

16.15 The Board of Directors is entitled to appoint groups or sub-committees from among their 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.

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

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

(b) When his/her 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 or by electronic means at an Extraordinary General Meeting called for the purpose of removing a Director from office.

(e) Where the Director is disqualified under Article 19 below.

16.17 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 Chair shall serve as the chair of all General or Extraordinary Meetings of the Chamber of Commerce, or the Board of Directors.

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

17.3 The Chair shall sign his/her name together with the Executive Director or a Vice Chair on documents concerned with the business of the Chamber of Commerce. He/she 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 Chair, a Vice Chair shall act in his/her stead and shall have the same powers and duties as the Chair.

17.5 In the absence of the Chair and the Vice Chairs, the Board of Directors will elect any one of their members to serve as temporary Chair of that meeting.

18. EXECUTIVE DIRECTOR

An Executive Director shall be recommended by the Chair for appointment by the Board of Directors. His/her duties shall be to execute the general affairs of the Chamber in accordance 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/her 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/herself in an unbecoming manner, or when it is felt that allowing him/her 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.

(d) The Director concerned shall be entitled to be advised of the nature of the allegations against him/her 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 or by electronic means resolve to remove such suspension and shall notify the Director concerned.

19.2 (a) The Chamber of Commerce may expel a Director who has conducted himself/herself in an unbecoming manner, or when it is felt that allowing him/her 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/her 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/her authorised representative to do so, then for the purpose of expulsion, the meeting shall proceed as if the Director was present.

20. Treasurer

(a) At a Board of Directors’ meeting convened under Article 16.9, the Board of Directors shall elect 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.

(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 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/she 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;

(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, by electronic means or otherwise, 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 electronic means 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 electronic means 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 by electronic means or otherwise.

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 candidates for up to 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.