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Constitution and Regulations of CanCham Thailand
CHAPTER I
Name and address
Article 1
The name of this Chamber shall be “The Thai-Canadian Chamber of Commerce”, herein referred to as “the Chamber”. The Chamber has its registered office situated at no. 139, Sethiwan Tower, 9th Floor, Pan Road, Silom Sub-district, Bangrak District, Bangkok, Thailand.
CHAPTER II
Objectives
Article 2
The objectives of the Chamber shall be as follows:
2.1 To promote closer relations between Canada and Thailand.
2.2 To provide a business forum for increasing the knowledge of developments in Canada and Thailand by learning through speakers and other organized events; to keep the members informed of current Canadian and Thai Government policies and procedures, as it affects two-way trade.
2.3To provide advice, ideas, and suggestions for Canadian business interests in Thailand in the fields of trading, services, independence professions, industries, investment, and in other related matters.
2.4To promote and organize any activities for assisting worthy causes as approved by the Chamber.
CHAPTER III
Membership
Article 3
This Chamber is comprised of members who are domiciled in the Kingdom of Thailand. More than fifty percent (50%) of the entire membership comprises natural persons of Canadian nationality, or juristic persons fifty percent (50%) or more whose capital is provided by partners or shareholders who are natural persons of Canadian nationality. This requirement for juristic persons also extends to branches thereof that are registered in Canada. All members of this Chamber are engaged in the following enterprises: trading, services, independent professions, industries, agriculture, finance or economic activities.
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Article 4
Membership shall be divided into three categories:
4.1 Ordinary membership
4.2 Affiliated membership
4.3 Honorary membership
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Article 5
“Ordinary members” shall be natural persons or juristic entities who have links with the country of Canada.
Article 6
“Affiliated members” shall be natural persons or juristic entities who are qualified for ordinary membership, but do not wish to be categorized as an ordinary member.
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Article 7
“Honorary members” shall be persons who have brought or will bring honor to the Chamber, or who are engaged in activities that enable them to be of assistance to the Chamber, and who are approved by a majority vote of the Board of Directors. Honorary members shall have all the rights of Ordinary members, except the right to vote or serve as the Board of Directors.
Article 8
The Canadian Ambassador to the Kingdom of Thailand shall be an Honorary Member and Patron of the Chamber.
CHAPTER IV
Application and Election
Article 9
Application for membership shall be as follows:
9.1 Application forms shall be submitted in writing to the Chamber office stating the following information:
– Name, address, telephone and facsimile numbers of the applicant.
– Category of membership for which the applicant is engaged.
9.2 Upon receipt of an application, the Chamber office shall submit it to the Board of Directors at its next meeting. Applications may be approved only by a resolution of the Board of Directors passed by a majority vote of at least two- thirds (2/3) of the Board members present at the meeting.
9.3 When the Board of Directors has accepted an applicant for membership, the applicant shall be notified promptly.
Article 10
Members who wish to resign from membership should notify the Chamber office in writing.
Article 11
The Chamber 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. Such expulsion must be approved by at least a two-thirds (2/3) majority vote of the membership of the Board of Directors. Written absentee votes shall be permitted provided they are submitted to the Chairman or Secretary before the meeting is called to order. A written notice will be provided to the member in question by the Board of Directors.
Article 12
The ordinary members at the Annual General Meeting shall elect the Board of Directors.
12.1 The Board of Directors shall manage the affairs of the Chamber, and shall be elected from the ordinary members at the Annual General Meeting. The Board of Directors shall consist of at least 9, but not to exceed 15 elected ordinary members, including either individuals or designated representatives of Corporate Members. The Board of Directors shall be in office for a term of 1 year at a time. Nominations for Directors shall be proposed and seconded during the nomination period. The nomination shall close at least fourteen (14) days prior to the Annual General Meeting. If, however, at the time the nomination process is scheduled to close there are fewer than nine (9) qualified candidates, the nomination period shall close and re-open on the day of the Annual General Meeting wherein nominations will be proposed and seconded from the floor during the meeting.
12.2 The election of the Directors for the Chamber shall take place by secret ballot after the regular business of the Annual General Meeting. Each ordinary member is entitled to one vote for each vacancy to be filled. After the votes have been cast, all candidates shall be ordered based on the number of votes received, and shall be appointed to the members of the Board of Directors in the same order. If, however, appointing a candidate on the list to the Board of Directors would be inconsistent with, or violate the constitution, then that candidate will not be appointed, and the next listed candidate will be appointed.
12.3 The Board of Directors shall elect among its members to be the following officers:
a. President
b. Vice Presidents (2)
c. Secretary
d. Treasurer
12.4 The position of President shall not be held by the same person for more than three (3) full consecutive terms. Other Board members may not hold any position as an officer for more than five (5) consecutive terms.
12.5 The Immediate Past President and the Counselor (Commercial) shall serve as ex officio non-voting members of the Board unless he / she has been re-elected as a regular member of the Board.
12.6 The President must be a person residing in Thailand who is either a citizen of Canada or a person of Thai nationality.
CHAPTER V
Termination of membership
Article 13
Membership shall be terminated by the Board in any of the following cases:
13.1 Death, in the case of a member who is a natural person
13.2 On a member being declared bankrupt by a Court of Law
13.3 Termination of business
13.4 Expulsion from membership under Article No. 11
13.5 On being declared by a court of law to be legally incompetent or incapable
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13.6 Arrears of payment of subscription for a period of longer than three (3) months after the date of receipt of a reminder(s) from the Chamber
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13.7 On a member being convicted of a criminal charge.
CHAPTER VI
Rights and Duties
Article 14
Chamber members have the following rights and duties:
14.1 Within the scope of the objectives of the Chamber, and of the Chambers of Commerce Act of B.E. 2509 (A.D. 1966), members shall have the right to receive assistance and advantages connected with trade and economic affairs.
14.2 Members must comply with the Constitution and Regulations laid down by the Chamber.
CHAPTER VII
Membership Subsciption
Article 15
Ordinary members and Affiliated members shall pay membership subscriptions as set by the Board within two (2) months of the beginning of the fiscal year of the Chamber which is deemed to start on the first day of January.
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Article 16
The Board shall have the power to authorize the collection of special fees from members, but a resolution for such a motion must be passed by at least a two-thirds (2/3) majority vote of the members present at an Extraordinary General Meeting called for this purpose.
CHAPTER VIII
Management (Executive Board)
Article 17
The Board of Directors shall function as follows:
17.1 The President shall serve as the Chairman of General Meetings of the Chamber. The President shall sign his / her name together with the Secretary on documents concerned with the business of the Chamber. He / she shall also sign the annual Balance Sheet of the Chamber, after its certification by the Auditor. In the absence of the President, the Vice-President shall act in his / her stead and shall have the same powers as those of the President. In the absence of both the President and the Vice-President, members at the General Meeting will elect one of their members to serve as temporary Chairman.
17.2 A quorum for all meetings of the Board should consist of not less than half of the members. The Board must meet at l east once a month.
17.3 The Secretary shall keep all records, except financial, of the Chamber, and shall cause proper minutes of all Annual General Meetings or Board meetings to be reviewed and signed by the President and shall dispatch a signed copy of the minutes to each Board Member.
17.4 The Treasurer shall keep an account of all monetary transactions and shall be responsible for their correctness.
17.5 The Board will establish a nomination committee to be responsible for defining nomination procedures and to identify eligible ordinary members to run for election to the Board.
17.6 The Board will establish a remuneration committee to determine salaries and bonuses for staff and the Board as deemed appropriate.
17.7 The Board is entitled to appoint committees consisting of at least one Board member to deal with special matters. The Board shall establish the powers, duties and procedures for such each committee.
17.8 Any elected Board member may at any time resign from the Board by giving notice to the Secretary in writing of his / her wish to do so. If an elected member of the Board is the designated representative of a Corporate Member and terminates employment with the Corporate Member, that elected Board Member must, in order to remain as a Director, become an individual member; or become the officially designated representative, upon employment, with another corporate member in good standing; or resign from the Board. The elected officers of the Board shall have the right to terminate the membership on the Board of an elected member in the event the latter fails to attend three (3) consecutive Board meetings and is unable to provide a satisfactory explanation for such consecutive absences. The request for such an explanation must be made in writing. Notification of the decision of the elected officers must also be made in writing. In the event of this or other vacancies occurring in the Board before the expiration of the normal tenure of office for whatever reason, the Board shall have the power to elect an Ordinary member to fill the vacancy. The elected Board Member shall remain in office only for the period remaining of the normal tenure of office of the member he/she replaced. The Treasurer shall keep an account of all monetary transactions and shall be responsible for their correctness.
Article 18
A Board member’s term of office shall begin and cease as follows:
18.1 A Board member’s term of office shall cease in the following instances:
a) At the normal expiration of his/her tenure of office or in the event of his/her resignation in accordance with the provisions of Article 17.8.
b) When his/her membership of the Chamber ceases under the provisions of Articles 10, 11 and 13 herein.
c) When the Ministry of Commerce orders termination under the provisions of Article 40 of the Chamber of Commerce Act of B.E. 2509 (1966).
Article 19
An Executive Director may be appointed by the President, with the approval of the Board, to execute the general affairs of the Chamber in accordance with the objectives, policies, constitution and regulations of the Chamber under the supervision of the Board.
CHAPTER IX
General Meetings
Article 20
General Meetings shall be organized as follows:
20.1 An Annual General Meeting shall be convened not later than the 31st day of March in each year, to consider the annual report of the affairs and activities of the Chamber; to consider and approve the balance sheet; to elect a new Board of Directors; to appoint an Auditor; and to conduct any other matter notified at least seven (7) days prior to the meeting.
20.2 All members shall be notified of the Annual General Meeting by post or messenger delivery, not less than seven (7) days prior to the date of the meeting. The notice shall include the date, time, venue and agenda of the meeting.
20.3 The Board of Directors or one-third (1/3) of the entire membership of the Chamber, at any time may propose an Extraordinary General Meeting be called. Notice of the meeting shall be sent to all members at least seven (7) days in advance of the date of the meeting; this notice shall also state the purpose, date, time and venue of this meeting.
20.4 At all General Meetings, at least 25% of the Ordinary Members must be present to constitute a quorum. Proxies held by members attending meetings in the place of other members shall be counted in determining a quorum. If after a period of 30 minutes subsequent to the scheduled time for the meeting there is not a quorum present, then the meeting shall be postponed for seven (7) days thereafter and shall be held at the same time and place. Further notification to the members shall be required. A quorum shall be deemed to exist at the subsequent meeting irrespective of the number of members present.
20.5 Members shall have the right to cast one vote or in the case of a member holding a proxy or proxies for another member or members, he or she shall have the right to vote as proxies. No member shall have the right to represent more than five (5) other members at any meeting.
20.6 A resolution passed by any meeting shall be a simple majority vote of the members present at the meeting, unless otherwise prescribed in this Constitution.
CHAPTER X
Auditor
Article 21
One or more persons not members of the Board will be elected as Auditors at each Annual General Meeting. They will be required to audit the annual Balance Sheet of the Chamber including the Chamber’s accounting records for any period as required by the Board.
CHAPTER XI
Alteration of the Constitution
Article 22
The Constitution of the Chamber may be altered only by a resolution passed by an Annual General Meeting or at an Extraordinary General Meeting.
CHAPTER XII
Dissolution of the Chamber of Commerce
Article 23
The Chamber of Commerce can be dissolved by:
23.1 In accordance with Article 43 of the Chambers Act of B.E. 2509 (A.D.1966).
23.2 A resolution passed by at least a two-thirds (2/3) majority vote of the members present at an Extraordinary General Meeting called for this purpose.
23.3 After dissolution of the Chamber of Commerce, if any property or assets remain after liquidation, they must be transferred to a non-profit organization deemed worthy by the Board.
CHAPTER XIII
Transitional Provisions
Article 24
Once the Chambers Registrar to the Bangkok Metropolis has approved the establishment of the Chamber, all promoters of the establishment shall act as temporary Board members until an election of the Board under this provision is held. In this regard, the election shall be held within one hundred and twenty (120) days from the approval date of establishment of the Chamber.
Article 25
In the interests of the provisions in Article 9, all of the promoters shall act as Ordinary members.
Article 26
This Constitution shall apply as from the date the Chambers Registrar to the Bangkok Metropolis approved the establishment of the Chamber.
The above constitution was amended by a resolution passed by a two-thirds (2/3) majority vote of members attending the Annual General Meeting of Members of the Thai-Canadian Chamber of Commerce which was held on 25th March 2014.