BY-LAWS ENGLISH VERSION

By-Laws of the

Singapore-Thai Chamber of Commerce

 Chapter 1                                        

Name and Address                              

Article 1: This Chamber of Commerce is named “The Singapore-Thai Chamber of Commerce”, herein after referred to as “the Chamber”.

Article 2: The Chamber has its registered office located at 193/8 Lake Rajada Office Complex, 1st Floor, Ratchadapisek Road, Klongtoey, Klongtoey, Bangkok 10110.

Article 3: The Seal of the Chamber is as follows:-

A circle stamp with the words “SINGAPORE THAI CHAMBER OF COMMERCE” written in English about the circle. The middle of the seal has the abbreviation “S.T.C.C.”.

Chapter 2                                      

Objective

Article 4: The objectives of the Chamber shall be as follows:-

4.1 To promote and develop economic relations between Singapore and Thailand.

4.2 To promote cooperation and business relationships between Singapore business people in Thailand and the surrounding region.

4.3 To cooperate with each country’s authorities to develop trade, industry, investment and economic activity.

4.4 To provide advice, ideas, and suggestions for Singapore business interests in Thailand and the surrounding region in the fields of trade, industry, investment, and in other related matters.

4.5 To perform activities and provide services to carry out the duties of the Chamber.

4.6 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.

4.7 To assist and promote activities those are benevolent to society.

Chapter 3                                      

Membership

Article 5: The Chamber shall comprise members who are domiciled in the Kingdom of Thailand and more than one half of the members shall be Singaporean natural persons, or juristic persons which have Singaporean natural persons as their partners or shareholders, including branches of the juristic persons registered in Singapore.   All the members of the Chamber shall be engaged in the following enterprises: trading, services, independent professions, industries, agriculture, finance or economic activities.

Article 6: Membership shall be divided into three categories:

6.1 Ordinary members

6.2 Associate members

6.3 Honorary members

Article 7: “Ordinary members” shall be natural persons or juristic persons who are engaged in enterprises in the fields of trade, industry, agriculture, finance or other economic activities, and whose memberships are approved by a Board of Directors. The majority of ordinary members shall be Singaporean natural persons or juristic persons. Each ordinary member is entitled to one vote. In the case where an ordinary member is a juristic person who appoints more than one representative for a meeting, their votes are counted as one vote.

Article 8: “Associate members” shall be natural persons or juristic persons who satisfy the conditions set forth in Article 5, but who do not wish to be ordinary members. They have no voting rights.

Associate members shall be divided into 3 types as follows:

8.1 A natural person under 30 years of age

8.2 A natural person 30 years of age and above

8.3 A juristic person

Article 9: “Honorary members” shall be natural persons or juristic persons who will contribute financial support or lend prestige to the Chamber on a long-term basis. Honorary members may be appointed by the Board of Directors.

Article 10: Qualification for membership: Apart from the qualifications for membership listed under Articles 7, 8 and 9, applicants for membership must meet the following conditions:

  • In the case of natural persons:
  • They must be sui juris.
  • They must not be bankrupt, incompetent or quasi-incompetent.
  • They must not have been sentenced to jail by judgment of a court of law, except when the offence was a petty offence or committed by negligence.
  • They must be of reasonable financial means.
  • They must be of good behavior.
  • In the case of juristic persons:
  • They must not be bankrupt.
  • They must be an operating and going concern.
  • They must be properly registered with the government where they domicile.

A juristic person may appoint one natural person as a permanent representative or another one as an alternate representative who may act on behalf of the juristic person in its affairs regarding the Chamber. The permanent or alternate representative is entitled to exercise the right in place of that juristic person only to the extent of that juristic person’s rights.

A natural person who is acting as a permanent representative or alternate representative for a juristic person may not be appointed as a representative for another juristic person.

The qualifications stated in Article 10.1 shall be applied to an appointed representative of a juristic person.

Article 11: A Patron of the Chamber shall be nominated, appointed and removed by the Board of Directors, subject to the approval of the Extraordinary General Meeting or Annual General Meeting. Should the patron resign from the position, the Board of Directors should notify the members in the normal course of events. The Patron(s) shall be a qualified person(s) carrying out a profession and with a domicile in Thailand or in Singapore and capable of providing guidance to the Chamber.

Article 12: Application for membership shall be as follows:

  • Application forms shall be submitted in writing to the Chamber office, stating the following information:
  • Name and address, telephone, telex and facsimile numbers of the applicant.
  • Category of membership for which application is made.
  • The type of enterprise in which the applicant is engaged.
  • Upon receipt of an application, it shall be submitted to the Board of Directors at its next meeting. Applications may be approved only by a motion of the Board of Directors passed by a simple majority vote of the directors present at the meeting. Upon approval by the Board of Directors to accept the applicant’s membership, the membership will take effect on the very day itself.
  • When the Board of Directors has accepted an applicant for membership, the applicant shall be notified promptly

Article 13: Rights and Duties:

  • Rights: The valid members of the Chamber who have paid full membership fee, have the following rights:
  • To receive assistance and support connected with the matters within the scope of the objectives of the Chamber.
  • To advise or give any comment to the Chamber within the scope of the objectives of the Chamber through the Board of Directors or the Annual General Meeting or the Extraordinary General Meetings.
  • To request for clarifications of an activity and/or to request to inspect a property by submitting the letter to the Board of Directors.
  • To join in the General Meetings and vote.
  • To embellish a logo of the Chamber.
  • To be an appointee of other members to join and vote in General Meetings.
  • Duties: The members of the Chamber have the following duties:
  • To perform according to the by-laws of the Chamber, the resolutions of the General Meetings, and the resolutions of the Board of Directors.
  • To maintain the honor and interests of the Chamber and not to disclose any information of the Chamber which will bring discredit to the Chamber.
  • To promote and support the activities of the Chamber.
  • To keep harmony between the members and practice trade activities and other businesses with a cooperative and honest manner.
  • To pay the annual fee to the Chamber.
  • Members of the Chamber who have changed their name, surname, nationality, address, office address, business type, or representative have to give a notice in writing to the Board of Directors within 15 days from the date of such change.

Article 14: Membership Subscription:

14.1 Ordinary members and associate members shall pay sign-up fees and membership fees in the month that the Board of Directors approves the applicant’s membership.

14.2 New members shall pay sign-up fees of Baht 2,000 except in the following cases:

14.2.1 Where a new member is an Associate member which is a juristic person.

14.2.2 Where a new member applies for the membership within 6 months after the date on which the Annual General Meeting for the year 2020 is held.

14.2.3 Where a new member applies for membership at an event organized or co-sponsored by the Chamber.

14.3 The annual membership fees shall be charged to the members as follows:

14.3.1 Baht 8,000 per year for an Ordinary member.

14.3.2 Baht 3,500 per year for an Associate member who is a natural person under 30 years of age.

14.3.3 Baht 6,000 per year for an Associate member who is a natural person of 30 years of age and above.

14.3.4 Baht 8,000 per year for an Associate member which is a juristic person.

14.4 Sign up fees and annual subscription fees shall be proposed and approved by 75% majority of the Board of Directors and then proposed in a General Meeting. This shall include changes in government taxes related to the subscription fees.

Article 15: Members who wish to resign from membership must notify the Chairman of the Board, in writing, and reimburse the Chamber for any outstanding account, inclusive of the subscription fees in arrears.

Article 16: 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 a two thirds (2/3) vote of the directors present at a Board meeting. The document appointing a voting proxy must be made in writing and must be submitted to the Chairman or Secretary before the beginning of the meeting. After an expulsion, a written notice will be provided to the member in question by the Board of Directors.

Article 17: Termination of membership: Membership may be terminated by a resolution of the Board of Directors in any of the following cases:

  • Death, in the case of a member who is a natural person.
  • Resignation
  • On a member being declared bankrupt or guilty by a court of law.
  • Dissolution or termination of business.
  • Expulsion from membership under Article No. 16
  • On being declared by a court of law to be legally incompetent or quasi incompetent.
  • Arrears in payment of subscription for a period of longer than three months after receipt of reminder(s) by the Chamber.

Chapter 4                                      

General Meeting                                 

Article 18: General Meeting shall be held as follows:

  • An Annual General Meeting shall be held not later than 120 days after the end of the fiscal year, to consider the annual report of the affairs and activities of the Chamber; to consider and approve the balance sheet; to elect a Board of Directors every 2 years; to appoint an Auditor; and to conduct any other matter.
  • Unless prescribed in Article 18.4, all members shall be notified of the Annual General Meeting by post or fax or E-mail or messenger delivery, not less than 14 days prior to the date of the meeting. The notice to summon the Annual General Meeting shall specify the date, time, venue and agenda of the meeting.
  • Unless prescribed otherwise in Article 18.4, an Extraordinary General Meeting may be called at any time by the Board of Directors or at the written request to the Board of Directors by at least 20% of the ordinary members of the Chamber, a majority of whom must be Singaporean natural persons. If a written request for an Extraordinary General Meeting is not made by at least 20% of the ordinary members of the Chamber, the majority of whom are Singaporean, such request shall be deemed null and void.

Ordinary members may, in writing, request the Board of Directors to hold an Extraordinary General Meeting at any time when all of the conditions stipulated here above have been met.

Notification of an Extraordinary General Meeting shall be sent to all members at least 14 days in advance of the date of the meeting. This notice shall also state the purpose, date, time, and venue of the meeting.

  • At all General Meetings or an Extraordinary General Meeting, a quorum shall be constituted by at least 25% of the ordinary members present either in person or by proxy, a majority of whom must be Singaporean natural persons. Written proxies held by representatives attending the meeting in the place of other members shall be counted in determining quorum. Each ordinary member has the right to appoint an other member to be its representative to attend the meeting and vote, and each representative has the right to be appointed by a maximum of 3 ordinary members to vote.

If after a period of 30 minutes subsequent to the scheduled time for the meeting a quorum is still not constituted, the meeting shall be delayed for a further period of 30 minutes. Thereafter the meeting can commence if at least 10% of the ordinary members of the Chamber attend the meeting, otherwise the meeting shall be adjourned and the Board of Directors shall summon another meeting after 14 days has lapsed. Notification of this meeting shall be sent to all members at least 7 days in advance of the date of the meeting.

  • The members at the General Meeting shall elect the Members of the Board of Directors (9-15 members) every 2 years.
  • Motion at a General Meeting shall be carried by a simple majority vote of the ordinary members present or represented, unless otherwise prescribed in these By-laws
  • The General Meeting may be conducted via video conference, electronic means or any other form of electronic communication equipment to the extent and under the conditions permitted by applicable laws.

Chapter 5   

Board of Directors                               

Article 19: The Board of Directors’ functions shall be as follows:

  • The Board of Directors shall manage the affairs of the Chamber, and shall be elected from the ordinary members at a General Meeting.

The Board of Directors shall consist of at least 9, but not to exceed 15 elected ordinary members, out of whom the majority shall be Singaporean natural persons.  The Board of Directors elected shall be in office for a term of 2 years at a time.

If Singaporean natural persons of the elected Board of Directors are less than half, the Board of Directors shall invite the nomination of Singaporean natural persons to serve as directors of the Chamber. Each such Singaporean natural person shall be nominated by at least one member of the Board of Directors and approved by two-thirds (2/3) of the Board of Directors.

  • The election of the Board of Directors of the Chamber shall be by means of a show of hands for nominated candidates unless a secret ballot is demanded by any ordinary member. A secret ballot shall be taken in such a manner as the Chairman of the General Meeting directs. In the case of an equality of votes, whether on a show of hands or on a secret ballot, the chairman of the meeting shall be entitled to a casting vote. The candidates receiving the highest number of votes shall be appointed the Board of Directors.
  • All of the directors of the Chamber must retire from office at the end of the term specified in Article 19.1 and be eligible for re-election without limits by following the procedure necessary.
  • The Board of Directors will elect their own:
  1. Chairman
  2. Vice Chairmen
  3. Secretary
  4. Treasurer

among the Members of the Board.

  • The Chairman of the Board must be a Singaporean natural person. The Chairman shall chair all Meetings of the Board of Directors. The Chairman shall sign his/her name on documents concerning the Meeting of the Board of Directors.

In the absence of the Chairman, the Vice Chairman shall act in his or her stead.

In the absence of both the Chairman and the Vice Chairman, the Board of Directors will elect any one of their members to serve as temporary Chairman of the meeting.

  • A quorum for all meetings of the Board of Directors shall consist of not less than 50% of the members of the Board of Directors. The Board of Directors must have at least 12 meetings during its tenure unless due to difficult circumstances.

The meetings of the Board of Directors’ may be conducted via video conference, electronic means or any other form of electronic communication equipment to the extent and under the conditions permitted by applicable laws.

  • The Secretary shall keep all records, except financial records, of the Chamber, and shall cause proper minutes of all General Meetings and Board of Directors’ meetings to be reviewed and signed by the Chairman and shall dispatch a signed copy of the minutes to each Board of Director member after each meeting.
  • The Treasurer shall supervise all financial matters. All real estate property mentioned in Article 2 cannot be sold, transferred, or used to discharge a debt except approving by a 2/3 majority vote at an Extraordinary General Meeting or Annual General Meeting.
  • Any elected member of the Board of Directors may at any time resign from the Board of Directors by giving notice to the Chairman in writing of his or her wish to do so. If the Board of Directors is constituted with fewer than 9 elected members, then the Board of Directors must call for by-elections through an Extraordinary General Meeting.
  • The Board of Directors is entitled to appoint sub-committees consisting of at least one member of the Board of Directors to deal with special matters. The Board of Directors shall establish the powers, duties and procedures for such sub-committees.
  • The Board of Directors shall invite the nomination of natural persons holding Singapore or other citizenships to serve as Advisors. These natural persons should be capable of rendering advice and services for the benefits of the Chamber.

Each advisor shall be nominated by at least one member of the Board of Directors and approved by 75% of the Board of Directors. Members or non-members of the Chamber, but not current Directors of the Board, are eligible for nomination. Each advisor will serve for a term of 2 year from the date of the appointment.

Under the following events, the Board of Directors may elect another qualified person to fill the vacancy until the end of the term, or to leave the vacancy open:

  • Death
  • Retirement at the expiration of his term of office.
  • Resignation by giving notice to the Chairman in writing.
  • Being declared bankrupt by a court order.
  • Being declared by a court order to be legally incompetent or quasi-incompetent.
  • Qualifications of the advisor, nominees shall satisfy the following conditions:
  • They shall be sui juris.
  • They shall not have been adjudicated bankrupt, incompetent or quasi-competent.
  • They shall not have been sentenced to jail by judgment of a court of law, except where the offence was a petty offence or committed by negligence.
  • They shall be of reasonable financial means.
  • They shall be of good behavior.
  • An Honorary Chairman shall be nominated by the Board of Directors and appointed by a simple majority vote at an Extraordinary General Meeting or Annual General Meeting.

The Honorary Chairman has a life term. He shall be a former Chairman for a minimum period of 3 terms. The Honorary Chairman can be re-elected as a director.

  • The Chamber may expel a director of the Chamber who has conducted himself/herself in an unbecoming manner, or when it is felt that allowing him/her to remain as a director of the Chamber would bring discredit to the Chamber. Such expulsion must be approved by a two-thirds (2/3) vote of the directors present at a Board meeting. The document appointing a voting proxy must be made in writing and must be submitted to the Chairman or Secretary before the beginning of the meeting. After an expulsion, a written notice will be provided to the director of the Chamber in question by the Board of Directors.

 Article 20: The term of office of a member of the Board of Directors shall cease in the following instances:

  • At the normal expiration of his/her tenure of office or in the event of his/her resignation in accordance with the provision of Article 19.7.
  • When his/her membership of the Chamber ceases under the provisions of Articles 15, 16 and 17.
  • When the Ministry of Commerce orders termination under the provisions of Article 40 of the Chamber of Commerce Act of B.E. 2509 (A.D. 1996).

 Article 21: An Executive Director or Executive Secretary may be appointed by the Board of Directors to execute the general affairs of the Chamber in accordance with the objectives, policies, and By-Laws of the Chamber, under the supervision of the Board of Directors. The Executive Director may attend the Board Meetings but shall not be entitled to vote if he/she is not a member of the Board of Directors. The signing authority of the Executive Director shall be authorized by the Board of Directors. In the absence of the Executive Director, the Chairman of the Board may perform the function of this position.

Chapter 6                                      

Alteration of the By-law                     

Article 22: The By-Laws may be amended at an Ordinary or Extraordinary General Meeting if the following conditions are fulfilled:

  • 1 The proposed amendment has been included in the agenda sent to each member of the Chamber.
  • 2 The proposed amendment is approved by a two-third majority of the ordinary members present or represented at an Ordinary or Extraordinary General Meeting.

Chapter 7                                      

The Accounting of the Chamber       

Article 23: The end of the fiscal year of the Chamber is December 31 of each year.

Article 24: One or more persons who are not members of the Board of Directors will be elected as Auditor(s) at each Annual General Meeting. They will be required to audit the annual balance sheet, including the accounts of the Chamber. The remuneration of the auditors shall be fixed by the General Meeting of members.

Article 25: The Board of Directors must prepare the Annual Balance Sheet, Annual Income Statement, and Annual Report of the Chamber. They shall be sent to auditor(s) for a complete inspection prior to the Annual General Meeting. The Balance Sheet, certified by an auditor and the Annual Report shall be submitted for approval by the Annual General Meeting within 120 days after the end of the fiscal year.

Chapter 8                                      

Dissolution of the Chamber     

Article 26: The Chamber can be dissolved:

  • 1 When it appears that the objectives or activities of the Chamber become contrary to law or endanger the economic well-being or security of the country, or the public peace, order, and good morals of the country.
  • 2 When the Chamber acts in violation of Section 29 of the Chamber of Commerce Act of B.E. 2509 (A.D. 1996) and such violation is grossly damaging.
  • 3 When the Chamber is no longer able to carry on its activities, or has ceased activities for two years or more.
  • 4 When it appears that the Chamber has caused or permitted a person other than a director to exercise the functions of a director in conducting its affairs.
  • 5 By a motion passed by a two-third majority of the ordinary members present or represented at an Ordinary or Extraordinary General Meeting called for this purpose.
  • 6 If the Chamber is declared bankrupt.

Article 27: In the case of dissolution of the Chamber according to Articles 26.5, the General Meeting must appoint the liquidators.

If the Chamber has been dissolved by Article 26.1-26.4, the liquidators shall be elected by the Board of Directors.

Article 28: After dissolution of the Chamber, if any property or assets remain after liquidation, they must be transferred to a public non-profit organization deemed worthy by the Board of Directors.

Chapter 9                                      

Transitional Provision     

Article 29: Upon the issuance of a license for formation of the Chamber by the Chamber Registrar of Bangkok Metropolis, all promoters shall act as an interim Board of Directors until the first Board of Directors has been elected as set forth in these By-laws. The General Meeting of members for the purpose of electing the Board shall be held within 180 days of issuance of the Chamber license.

Article 30: For the purposes of Article 12, all promoters shall be deemed to be ordinary members.

Article 31: These By-Laws shall take effect on the date the Chamber Registrar for Bangkok Metropolis issues the Chamber a license for formation.