BY-LAWS ENGLISH VERSION

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 Rachada Office Complex, 1st Floor, Ratchadapisek Road, 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 “STCC”.

CHAPTER 2 OBJECTIVES

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 that are benevolent to society.

CHAPTER 3 MEMBERSHIP

Article 5

The Chamber shall comprise members who are domiciled in the Kingdom of Thailand and the majority shall be Singaporean natural persons, or juristic persons which have Singaporean natural persons as their partners or shareholders holding half or more of the capital of such juristic persons, 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 the Board of Directors. The majority of ordinary members shall be natural persons or juristic persons of Singapore origin. 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, 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 of the by-laws of the Chamber but who do not wish to be ordinary members. They have no voting rights.

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:

10.1    In the case of natural persons:

10.1.1     They must be sui juris.

10.1.2     They must not be bankrupt, incompetent or quasi-incompetent.

10.1.3     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.

10.1.4     They must be of reasonable financial means.

10.1.5     They must be of good behavior.

10.2    In the case of juristic persons:

10.2.1     They must not be bankrupt.

10.2.2     They must be an operating and going concern.

10.2.3     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 clause 10.1 shall be applied to a representative of a juristic person.

Article 11

The 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)    with social and professional standing in Thailand or in Singapore and capable of providing guidance to the Chamber.

Article 12

Application for membership shall be as follows:

12.1    Application forms shall be submitted in writing to the Chamber office, stating the following information:

12.1.1     Name and address, telephone, telex and facsimile numbers of the applicant.

12.1.2     Category of membership for which application is made.

12.1.3     The type of enterprise in which the applicant is engaged.

12.2    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.

12.3    When the Board of Directors has accepted an applicant for membership, the applicant shall be notified promptly.

Article 13

Rights and Duties:

13.1    Rights: The valid members of the Chamber who have paid full membership fee, have the following rights:

13.1.1     To receive assistance and support connected with the matters within the scope of the objectives of the Chamber.

13.1.2     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.

13.1.3     To request for clarifications of an activity and/or to request to inspect a property by submitting the letter to the Board of Directors.

13.1.4     To join in the General Meetings and vote.

13.1.5     To embellish a logo of the Chamber.

13.1.6     To be an appointee of other members to join and vote in General Meetings.

13.2    Duties: The members of the Chamber have the following duties:

13.2.1     To perform according to the by-laws of the Chamber, the resolutions of the General Meetings, and the resolutions of the Board of Directors.

13.2.2     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.

13.2.3     To promote and support the activities of the Chamber.

13.2.4     To keep harmony between the members.

13.2.5     To pay the annual fee to the Chamber.

13.2.6     Members of the Chamber who have changed their name, nationality, address, business type, representative, etc. 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: Ordinary members and associate members shall pay membership fees in the month that the Board of Directors approve the applicant’s membership. 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. Unless otherwise prescribed in a resolution of the General Meeting of members the annual membership fees are Baht 5,000.

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 Board of Directors. The document appointing the 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:

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

17.2    Resignation

17.3    On a member being declared bankrupt or guilty by a court of law.

17.4    Dissolution or termination of business.

17.5    Expulsion from membership under Article No. 16

17.6    On being declared by a court of law to be legally incompetent or quasi incompetent.

17.7    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:

18.1    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; to appoint an Auditor; and to conduct any other matter.

18.2    Unless prescribed in clause 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.

18.3    Unless prescribed otherwise in Clause 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 citizens. 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, venue of the meeting.

18.4    At all General Meetings, 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 Citizens. 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 only one representative to vote.

If after a period of 30 minutes subsequent to the scheduled time for the meeting, and a quorum is still not constituted, the meeting shall be postponed for 14 days thereafter. Further notification to the members shall be required at least 7 days in advance of the date of meeting. The Chairman of the Board of Directors shall call for quorum prior to commencing the General Meeting. If the Chairman of the Board of Directors is not present within 15 minutes after the time appointed for holding the meeting, the attending members can elect an alternative Chairman to convene the General Meeting.

18.5    The members at the General Meeting shall elect the Members of the Board of Directors (9-15 members).

18.6    Motion at a General Meeting shall be carried by a simple majority vote of the ordinary members present or represented, unless otherwise prescribed in this Constitution.

CHAPTER 5 BOARD OF DIRECTORS

Article 19

The Board of Directors’ functions shall be as follows:

19.1      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.

19.1.1     The election of the Board of Directors of the Chamber shall be by means of a show of hands to the 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 Board 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.

19.1.2 All of the directors of the Chamber must retire from the Chamber at the end of the term specified in Article 19.1 and be eligible for re-election without limits by following the procedure necessary.

19.2    The Board of Directors will elect their own:

  1. a) Chairman
  2. b) Vice Chairmen
  3. c) Secretary
  4. d) Treasurer

among the Members of the Board.

19.3    The Chairman of the Board must be a Singaporean Citizen. 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 one of their members to serve as temporary Chairman.

19.4    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 monthly meetings during its tenure unless due to difficult circumstances.

19.5    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.

19.6    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 by a 2/3 majority vote at an Extraordinary General Meeting or Annual General Meeting.

19.7    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.

19.8    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.

19.9    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 1 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:

19.9.1     Death

19.9.2     Retirement at the expiration of his term of office.

19.9.3     Resignation by giving notice to the Chairman in writing.

19.9.4     Being declared bankrupt by a court order.

19.9.5     Being declared by a court order to be legally incompetent or quasi-incompetent.

19.10 Qualifications of the advisor In addition to the provisions set out in Article 19.9 herein, each nominee shall also satisfy the following conditions:

19.10.1   They shall be sui juris.

19.10.2   They shall not have been adjudicated bankrupt, incompetent or quasi-competent.

19.10.3   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.

19.10.4   They shall be of reasonable financial means.

19.10.5   They shall be of good behavior.

19.11 The Honorary Chairman shall be nominated by the Board of Directors and appointed at an Extraordinary General Meeting or Annual General Meeting. The Honorary Chairman has a life term. He shall be a former Chairman who has contributed to the growth and success of the Chamber over a minimum period of 3 terms. The Honorary Chairman can be elected as a director.

Article 20

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

20.1    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.

20.2    When his/her membership of the Chamber ceases under the provisions of Articles 15, 16 and 17.

20.3    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-LAWS

Article 22

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

22.1    The proposed amendment has been included in the agenda sent to each member of the Chamber.

22.2    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 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 Financial Statements and Annual Report of the Chamber. The Financial Statements, certified by an auditor, and the Annual Report shall be submitted for approval by the 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:

26.1    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.

26.2    When the Chamber acts in violation of Section 29 of the Chamber of Commerce Act and such violation is grossly damaging.

26.3    When the Chamber is no longer able to carry on its activities, or has ceased activities for two years or more.

26.4    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.

26.5    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 that purpose.

26.6    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 non-profit organization deemed worthy by the Board of Directors.

CHAPTER 9 TRANSITIONAL PROVISIONS

Article 29

Upon the issuance of a license for formation of the Chamber by the Chamber Registrar of Bangkok Metropolis, the promoters shall act as an interim Board of Directors until the first Board of Directors has been elected. The General Meeting of members for the purpose of electing the first Board shall be held within 180 days of issuance of the Chamber license.

Article 30

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

Article 31

This Constitution shall take effect on the date the Chamber Registrar for Bangkok Metropolis issues the Chamber a license for formation.