BY LAWS OF
MALAYSIAN – THAI CHAMBER OF COMMERCE
Name and Address
1. This Chamber of Commerce is named “The Malaysian – Thai Chamber of Commerce”, herein after referred to as “the Chamber”.
2. The Chamber has its registered office located at 401-402, 4th Floor, Sathorn Square Tower, 98 North Sathorn Road, Silom, Bangrak, Bangkok 10500, Thailand.
3. The Seal of the Chamber is as follows:
A circle is stamped with the words “Malaysian – Thai Chamber of Commerce” written in English around the circle. The middle of the seal has the abbreviation M.T.C.C.
4. The objectives of the Chamber shall be follows:
4.1 To promote and develop economic relations between Malaysia and Thailand.
4.2 To promote cooperation and business relations among Malaysian business people in Thailand and in the surrounding region.
4.3 To cooperate with any country’s authorities to develop trade, industry, investment and economic activities.
4.4 To provide advice, ideas and suggestions for Malaysian business interests in Thailand and the surrounding region in the fields of trade, agriculture, 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 is benevolent to society.
5. The Chamber shall be composed of members who are domiciled in the Kingdom of Thailand. The majority of members shall be natural persons having Malaysian nationality, or Malaysian nationality who are partners or shareholders holding more than half of the capital, including branches of juristic persons registered aboard. These natural persons or juristic persons shall be engaged in enterprises in the fields of trade, industry, agriculture, finance or other economic activities.
6. Membership shall be divided onto three categories:
6.1 Ordinary members.
6.2 Associate members.
6.3 Honorary members.
7. “Ordinary members” shall be natural persons or juristic persons who are engaged in enterprises in the field 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 Malaysian nationality. Each ordinary member is entitled to one vote. In the case where an ordinary member is juristic person, who appoints more than one representative, their votes are counted as one vote.
8.“Associate members” shall be natural persons or juristic persons who will contributes 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.
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 are elected by the Board of Directors.
10. Apart from the qualifications for membership listed under article 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 of negligence.
10.1.4 They must be free from disease.
10.1.5 They must be of reasonable financial means.
10.1.6 They must be of good behavior.
10.2 In case of juristic persons:
10.2.1 They must not be bankrupt.
10.2.2 They must be of reasonable financial stability.
10.2.3 They must be properly registered with the government where they domicile.
A juristic person may appoint one natural person as a regular representative and/or another natural person as an alternate representative who may act on behalf of the juristic person in its affairs regarding the Chamber. The regular or alternate representative shall have the same rights as those of the juristic persons.
A natural person who is acting as a regular or alternate representative for a juristic person may not be appointed as a regular or alternate representative for another juristic person member.
The qualifications stated in Clause 10.1 shall apply to a representative of a juristic person.
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 Malaysia and capable of providing guidance to the management of the Chamber.
12. Application for membership shall be as follows:
12.1 An application form shall be submitted in writing to the Chamber office, stating the following information:
12.1.1 The name and address, telephone and facsimile numbers, and e-mail address of the applicant.
12.1.2 The category of membership for which the 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. An application may be approved only by a motion of the Board of Directors passed by a simple majority of votes of the Board.
Upon approval by the Board of Directors to accept the applicant 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.
13. Rights and Duties:
13.1 The valid members of the Chamber who have paid full membership fee have the following rights:
13.1.1 To receive assistance and advantages connected with trade and economic affairs 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 clarification of an activity and/or request to inspect a property by submitting a letter to the Board of Directors;
13.1.4 To join in the General Meetings and to vote;
13.1.5 To embellish the logo of the Chamber in an appropriate and honorable manner;
13.1.6 To be an appointee of other members to join and vote in General Meetings.
13.2 The members of the Chamber have the following duties:
13.2.1 To comply with the BY-LAWS of the Chamber, the resolutions of General Meetings, and the resolutions of the Board of Directors;
13.2.2 To maintain the honour and interests of the Chamber and not to disclose any information of the Chamber which will bring discredit or financial harm to the Chamber;
13.2.3 To promote and support the activities of the Chamber towards consistent growth and progress;
13.2.4 To maintain harmony among the members and carry on trade and other business in a reciprocal and honest manner;
13.2.5 To pay an annual fee to the Chamber accordingly;
13.2.6 Any member of the Chamber who has changed his/her name, family name, nationality, residential address, office location, business type or juristic person’s representative, etc. must give written notice to the Board of Directors within 15 days from the date of such a change.
14. Membership Subscription
Ordinary members and Associate members shall pay membership subscriptions, from the month when their memberships are approved to the end of the calendar year on a pro-rata basis. In the event, the application for membership is submitted and approved after September of the calendar year, the applicant is required to pay membership fees for the remaining months of the calendar year on a pro-rata basis and for the whole of the subsequent year (15 months).
A General Meeting determines annual subscription fees which shall be proposed and approved by at least three-fourths (3/4) of members of the Board of Directors present at the meeting. The fees are exclusive of any related taxes.
Unless otherwise prescribed in a resolution of the General Meeting of members, the membership fees for a natural person are Baht 1,500 per year and either Baht 6,000 per year or Baht 10,000 per 2 years for a juristic person.
15. Any member who wishes to resign from membership must notify the Chairman of the Board thereof in writing and reimburse the Chamber for any outstanding accounts, inclusive of the subscription fees in arrears.
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 or disrepute to the Chamber. Such expulsion must be approved by two-thirds (2/3) of the members present at the Board of Directors meeting. After an expulsion, a written notice will be provided to the member in question by the Board of Directors.
17. Membership may be terminated by 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 Lack of qualifications under Clause 5;
17.4 Being declared bankrupt by a court of law;
17.5 Being declared by a court of law to be legally incompetent or quasi incompetent;
17.6 Being sentenced by a final judgment to a term of imprisonment, except a petty offence or an offence of negligence;
17.7 Expulsion from membership under Article No. 16;
17.8 Arrears in payment of subscription fees for a period of longer than three months from the date of receipt of a reminder from the Chamber.
18. General Meetings shall be held as follow:
18.1 An Annual General Meeting shall be held no later than one hundred and twenty (120) days after the end of the fiscal year of the Chamber. The agenda shall be as follows:
18.1.1 Ratification of minutes of the previous general meeting.
18.1.2 Acknowledgement of the annual report and presentation of the Chamber’s operating results for the past year.
18.1.3 Consideration and approval of the balance sheet with the auditors report.
18.1.4 Appointment of an auditor and determination of the remuneration of the auditor.
18.1.5 Election of a new Board of Directors.
18.1.6 Other activities to be performed by the resolution of the general meeting.
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 meeting. The notice shall include the date, time, venue and agenda of the meeting.
18.3 Unless prescribed 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 15% of the ordinary members of the Chamber. If a written request for an Extraordinary General Meeting is not made by at least 15% of the ordinary members of the Chamber, such request shall be deemed null and void.
However, the ordinary members may send a written request to the Board of Directors to call for an Extraordinary General Meeting at anytime when all of the conditions stipulated above are met.
Such notice of meeting shall be sent to the members, at least, 14 days in advance of the date of meeting, stating the agendas, date, time and venue of the meeting.
18.4 At all General Meetings, a quorum shall be constituted by at least 20% of the ordinary members present either in person or by proxy; only written proxies held by representatives attending the meeting in the place of other members shall be counted in determining quorum. Each ordinary member can be represented by only one proxy.
If after a period of one-hour (60 minutes) subsequent to the scheduled time for the meeting, and 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.
At the subsequent meeting, a quorum is deemed to be constituted by any number of members present at the meeting.
The Chairman of the General Meeting may count a quorum prior to commencement of the General Meeting. If it is more than 15 minutes late after the beginning schedule time and the Chairman still does not show up, the attending members can elect an alternative Chairman to convene the General Meeting.
Board of Directors
19. The Board of Directors shall consist of at least 7 but not more than 12 ordinary members who are elected by the General Meeting. The Board of Directors shall be in office for a term of two years, commencing from the date of being elected and shall assume the management of general activities of the Chamber.
The election of the Board of Directors of the Chamber shall be decided by a show of hands of the members for the candidates duly nominated and seconded, except if a poll is demanded by any member at the meeting. If a poll is duly demanded, it shall be taken in such a manner as the Chairman directs. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting shall be entitled to a second or casting vote. Candidates with the most numbers of votes are elected.
19.1 All of the directors of the Chamber must retire from the Chamber upon 2 years from the election, and are eligible for re-election without limitation by following the necessary procedure.
19.2 The Chairman of the Board of Directors is elected by the directors who were elected by the General Meeting.
19.3 The members of the Board of Directors will elect the following positions:
(a) Vice Chairman
19.4 The Chairman of the Board must be a Malaysian citizen. The Chairman shall chair all Meetings of the Board of Directors. The Chairman shall sign his/her name on documents concerning the Meetings of the Board of Directors. In the absence of the Chairman, the Vice Chairman shall act in his or her stead.
In absence of both the Chairman and the Vice Chairman, the Board of Directors will elect one of their members to serve as the temporary Chairman of the meeting.
19.5 A quorum for all meetings of the Board of Directors should consist of not less than 50% of the members of the Board of Directors. The Board of Directors must have a meeting at least 9 times during its tenure unless due to difficult circumstances.
19.6 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 member of the Board of Directors after each meeting.
19.7 The Treasurer shall supervise all financial matters relating to the Chamber.
19.8 Any elected member of the Board of Directors may at anytime resign from the Board of Directors by giving written notice to the Chairman of his or her wish to do so. The Board of Directors shall then be entitled to fill the vacancy by nomination and appointment of an Ordinary member to serve the same remaining term as that of the outgoing member, or to leave the position vacant.
If the Board of Directors is constituted with less than 7 elected members, then the Board of Directors must call for a by-election through an Extraordinary General Meeting.
19.9 The Board of Directors is entitled to appoint 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 committees.
19.10 The Board of Directors shall invite the nomination of natural persons holding Malaysian or other citizenship to serve as Advisors. These natural persons should be capable of rendering advice and services for the benefit 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 Chambers, 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 choose to leave the vacancy open:
19.10.2 Retirement at the expiration of his term of office;
19.10.3 Resignation by giving written notice to the Chairman;
19.10.4 Being bankrupt by a court order;
19.10.5 Being declared by a court order to be legally incompetent or quasi-incompetent.
19.11 Qualifications of Advisors each nominee shall also satisfy the following conditions:
19.11.1 They shall be sui juris;
19.11.2 They shall not have been adjudicated bankrupt, incompetent or quasi-competent;
19.11.3 They shall not have been sentenced to jail by a final judgment of a court of law, except a petty offence or an offence of negligence;
19.11.4 They shall be of reasonable financial means;
19.11.5 They shall be of good behavior.
19/1 An Honorable Chairman and a Board of Honorable Directors of the Chamber, subject to the qualifications under Clause 19/3, shall be nominated by the Board of Directors of the Chamber. The election of the Honorable Chairman and a Board of Honorable Directors of the Chamber shall be resolved by majority of the members of the Board of Directors present. The Honorable Chairman of the Chamber must be a Malaysian citizen only and the members of the Board of Honorable Directors can be either Malaysian or other nationality.
The term of the Honorable Chairman and the Board of Honorable Directors is 2 years, commencing from the date of being elected, and are eligible for re-election without limitation.
19/2 The term of the Honorable Chairman and the members of the Board of Honorable Chairman shall be ceased on the following events:
(b) Retirement at the expiration of his/her above term;
(c) Resignation by giving a written notice to the Chairman of the Board of Directors; or
(d) Lack of qualifications as provided in Clause 19/3
19/3 Qualifications of the Honorable Chairman and the Board of Honorable Directors shall satisfy, amongst others, the following:
(a) They shall be sui juris;
(b) They shall serve as a director of the Board of Directors of the Chamber for not less than 5 terms since the establishment of the Chamber, irrespective of whether it is consecutive;
(c) They shall not have been adjudicated bankruptcy or insolvency, incompetent or quasi- incompetent;
(d) They shall not have been sentenced to imprisonment term by a final judgement of a court of law except a petty of offence or an offence of negligence;
(e) They shall be of reasonable financial status and means; and
(f) They shall be of good behavior and maintain a membership of the Chamber.
19/4 The Honorable Chairman and the Board of Honorable Directors shall meet as deemed necessary. The Honorable Chairman may call the meeting by giving at least 14 days written notice by registered mail, fax or email to the members of the Board of Honorable Directors. Quorum of the Board of Honorable Directors are a majority of the Board of Honorable Directors including the honorable Chairman attending the meeting. Proxy is not allowed. Every resolution of the Board of Honorable Directors shall require more than a half (1/2) of the votes of all those present in person. In case of equal vote, the Honorable Chairman shall have a casting vote.
19/5 Duties and responsibilities of the Honorable Chairman and the Board of Honorable Directors are as follows:
(a) To promote and support the objectives of the Chamber as referred in Clause 13.2;
(b) To give opinion, recommendation and/or advice to the Board of Directors of the Chamber, if requested; and
(c) To give opinion, recommendation and/or advice to the Board of Directors of the Chamber regarding the activities of the Chamber, if deemed appropriate, by presenting via the Honorable Chairman to the Chairman of the Board of Directors.
20. To take office of the board of directors, upon an election of a new board of directors, the out-going board of directors or the new board of directors and/or the General Meeting passes a resolution appointing one of the members of the Chamber to file an application for registration of the new board of directors with the Chamber Registrar within 30 (thirty) days from the election date and transfer the duty to the new board of directors within 30 (thirty) days from the date the Chamber Registrar accepts the registration.
In the event that the Chamber Registrar has not accepted the registration, the new board of directors and the out-going board of directors have not transferred the duty pursuant to the previous paragraph, the out-going board of directors shall remain empowered to hold the duty of management of the Chamber until the Chamber Registrar accepts the registration of the new board of directors and the new board has assumed its duty. The transfer of duty shall be made in writing.
21. The term of office of a member of the Board of Directors shall cease in the following instances:
21.1 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 19.8;
21.2 When his/her membership of the Chamber ceases under the provisions of Articles 15, 16 and 17;
21.3 When the Ministry of Commerce orders termination under the provisions of Article 40 of the Chamber of Commerce Act of B.E. 2509 (1966). Commerce orders termination under the provisions of Article 40 of the Chamber of Commerce Act of B.E. 2509 (1966).
22. 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 a Board Meeting 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.
Alteration of the BY-LAWS
23. The BY-LAWS may be amended at an Ordinary or Extraordinary General Meeting if the following conditions are fulfilled:
23.1 The proposed amendment has been included in the agenda sent to each member of Chamber.
23.2 The proposed amendment is approved by a two-thirds majority of the ordinary members or proxy holders present at the meeting.
The Accounting of the Chamber
24. The fiscal year of the Chamber is December 31 of each year.
25. One or more persons who are not 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 any General Meeting of members.
26. The Board of Directors must prepare the Annual Financial Statement of the Chamber. The Financial Statement, certified by auditor, shall be approved by the General Meeting within one hundred and twenty (120) days after the end of the fiscal year.
Dissolution of the Chamber
27. The Chamber can be dissolved when:
27.1 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.
27.2 The Chamber acts on violation of Section 29 of the Chamber of Commerce. Act an such violation is grossly damaging.
27.3 The Chamber is no longer able to carry on its activities, or has ceased activities for two years or more.
27.4 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.
27.5 A motion is passed by two-thirds (2/3) majority of the Ordinary members and/or proxy holder present at an Ordinary or Extraordinary General Meeting called for that purpose.
27.6 The Chamber is declared bankrupt.
28. In the case of dissolution of the Chamber according to the article 27.5, the General Meeting must appoint a liquidator. If the Chamber has been dissolved by Articles 27.1 – 27.4, the liquidator shall be elected by the Board of Directors.
29. After dissolution of the Chamber, if any properties or assets remain after liquidation, they must be transferred to a non-profit organization worthy by the Board of Directors.
30. Upon the issuance of a license for formation of the Chamber by the Chamber Register of Bangkok Metropolis, the promoters shall act as ac 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 one hundred and eighty (180) days of issuance of the Chamber license.
31. For the purpose of Article 12, the promoters shall be deemed to be ordinary members.
32. The Constitution shall take effect on the date the Chamber Registrar for Bangkok Metropolis issues a license for formation to the Chamber.