By-Laws

Articles of Association

Of

Thai & Turkish Trade and Business Association

 

            This trade association was established under the Trade Association Act 1966 and is under the supervision of the Bangkok Trade Association Registration Office.

 

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CHAPTER 1

GENERAL

 

Article 1.          Name of the trade association is called "Thai & Turkish Trade and Business Association".

                                    The English abbreviation is "TTTBA".

The term "association" in this Articles shall mean "Thai & Turkish Trade and Business Association".

 

Article 2.          The registered office of the association is located at 571 RSU Tower, Soi Sukhumvit 31, Khlong Tan Nuea Sub-District, Wattana District, Bangkok 10110

 

Article 3.          The association's seal is marked as follows:

 

 

 

CHAPTER 2

OBJECTIVES

 

Article 4.          This association has the following objectives.

 

            (1)        to promote the enterprise of trading, industry, commerce, finance, investment, tourism, and economic relations between Thailand and Turkey;

            (2)        to provide advice, suggestions, assistance and support to Members in carrying out business in Thailand and Turkey, including resolving obstacles and difficulties, and negotiating agreements with third parties for mutual benefits in the business of enterprises as mentioned in the objectives; to monitor and follow up the movement of trade markets, both within and outside the country, in relation to the products that Members operate enterprises for the benefit of trade, finance, economy or national security;

            (3)        to conduct research and survey, and dissemination of information regarding the business of enterprises as mentioned in the objectives, to exchange and publicize academic knowledge as well as commercial news on tourism, industry, investment, finance, and economy as well as other related interesting matters;

            (4)        to request statistics or documents or request any information from Members regarding the business of enterprises as mentioned in the objectives, anyhow, with the consent of the Members;

            (5)        to promote the quality of products produced or sold by enterprise operators, who are Members, to enter the standard as well as to research and improve the production and trading methods to achieve better results;

            (6)        to cooperate with the government in order to promote trade, industry, finance, investment or any other business within its objectives;

            (7)        to promote production in order to provide sufficient quantity of products to meet the market demands inside and outside the country;

            (8)        to make an agreement or set rules for Members to follow or refrain from prohibited action so that the business of enterprises as mentioned in the objectives can proceed smoothly;

            (9)        to compromise disputes among Members or between Members and Third parties in the enterprise;

            (10)      to organize and undertake activities that benefit the Trade Association and/or Members such as activities in the interest of promoting social responsibilities for Members, to render assistance to Members in the area of welfare and various charitable activities in so far as such activities are not prohibited by Section 22 of the Trade Associations Act, B.E. 2509;

            (11)      to support and promote international co-operation with the regional focus on strengthening multi-sectoral connectivity;

            (12)      to perform any other tasks stipulated by law as being the duties of trade associations, or as clearly assigned by the Government of the Kingdom of Thailand;

 

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CHAPTER 3

MEMBERS AND MEMBERSHIP

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Article 5.          Categories of Membership: Membership of the Trade Association shall be divided into three categories with the following qualifications:

 

                       (1)        Ordinary Members: shall consist of natural persons or juristic persons engaged in the sectors of trade, industry, commerce, finance, investment, tourism and services, which has been legally registered.

                       (2)        Extraordinary Members: shall consist of natural persons or juristic persons engaged in the sectors of trade, industry, commerce, finance, investment, tourism and services, which has been legally registered. Extraordinary Members are not allowed to hold elected positions and cannot cast any vote.

                       (3)        Honorary Members: shall be a person, whom the committee considers to be a qualified person; or a person, who supports the association, which the Board of Directors has resolved to become a Member and that person accepts the invitation. Honorary Members are not allowed to hold elected positions and cannot cast any vote. In addition, the Board may propose to the General Meeting one or more natural persons, who are Honorary Members, to have the title of “Honorary Chairman” and upon approval by the General Meeting, such Honorary Members shall assume the title of “Honorary Chairman”.

 

Article 6.          Qualifications of Members: In addition to qualifications as set out in Article 5 above, the Trade Association's Members shall be further qualified as follows:

                        (1)        For natural persons:

                        1.         they must be sui juris,

                        2.         they must not be bankrupt, incapacitated or quasi-incapacitated persons,

                        3.         they must not have been subject to any court's final adjudication or to a term of imprisonment unless such is for a misdemeanor or an offence subject to penalty, which does not exceed that prescribed for a misdemeanor or for an offence committed through negligence,

                        4.         they must not be suffering from any communicable diseases, which is repugnant to the society,

                        5.         they must have a reasonably sound financial standing,

                        6.         be of good and acceptable conduct/character.

                        (2)        For juristic persons:

                        1.         they shall not be bankrupt entities.

                        2.         they shall be of reasonably sound financial standing.

                        The provision of Article 6 (1) shall also be applicable to the qualifications of any representative appointed with the authority to act in lieu and on behalf of a Member in the juristic person category under Article 10 as well.

 

Article 7.          Membership Application: An entity wishing to apply for the Trade Association's Membership shall submit its application in the form prescribed by the Trade Association to the Secretary-General or the Director acting for the Secretary-General and endorsed by two ordinary Members.

 

Article 8.          Consideration of Membership Application: The Secretary-General or the Director acting for the Secretary-General shall submit the application to the Board of Directors at the first meeting following the receipt of such application. On adoption of the Board of Directors resolution either to accept or reject any of such application, the Secretary-General shall give a written notice to the applicant within fifteen days from the date of resolution.

 

Article 9.          Membership Commencement Date: Membership shall commence as from the date subscription fee as well as the Trade Association's annual dues have been paid by the applicant.

 

Article 10.        Juristic Person Members: A juristic person member may appoint more than two natural persons as its authorized representatives to act on its behalf and to perform the duties and to exercise its rights in lieu. A representative, however, may not appoint a sub-representative to act on his behalf unless such is the appointment of proxy pursuant to Article 30 for the purpose of attending and voting in a particular meeting.

            The same person may not act on behalf of more than one Member.

 

Article 11.        Termination of Membership: Membership will be terminated on:

          (1)        the death of Member or dissolution of the legal entity,

          (2)        disqualification as prescribed under Article 6,

          (3)        Member's resignation through submission of a resignation letter to, and accepted by the Board of Directors,

          (4)        the court's order as an incapacitated or quasi-incapacitated person,

          (5)        the court's final judgement of imprisonment against the Member unless such is for a misdemeanor or an offence committed through negligence,

          (6)        adoption of a resolution by the Board of Directors with at least three-fourths votes   of approval from the total number of Directors present at any meeting to have the   name of such Member struck off the Members Registry on any of the following grounds:

          1.         performance or omission to perform any act thereby causing the Trade Association to suffer disrepute,

          2.         violation of the Bylaws,

          3.         failure to pay annual dues or to make such payment within the prescribed time after receiving the Trade Association’s notice that payment be made within thirty days.

 

Any Member, whose name has been deleted from the Members Registry, shall not be entitled to receive the refund of any dues/fees or any sum paid to the Trade Association.

 

Article 12.        Members Registry: The Members Registry shall be kept by the Registrar at the Trade Association's Office and shall contain at least the following particulars:

            (1)        Names and nationalities of Members and their representatives

            (2)        Names used in Members' operations and categories of businesses

            (3)        Location of Members' offices

            (4)        Date of entry as Members

 

 

CHAPTER 4

RIGHTS AND DUTIES OF MEMBERS

 

Article 13.        Rights of Members:

          (1)        to receive assistance and support in matters pertaining to the operations of business which lie within the Trade Association's objectives,

          (2)        to proffer opinion or recommendation to the Trade Association or the Board of Directors in any matters lying within the Trade Association's Objectives for the purpose of enhancing its efficiency and prosperity,

          (3)        to request examination of the Trade Association's operations and property by submitting a letter to the Secretary-General or the Director acting for the Secretary-General.

          (4)        to attend general meetings, discuss matters, offer comments, make inquiries with the Board of Directors or any other person and to submit motions to the General Meetings of Members,

          (5)        Ordinary Members only can vote in General Meetings and be elected as Directors,

          (6)        to be appointed as proxy for other Members and to vote on behalf of such Members, 

          (7)        Honorary Members and Extraordinary Members shall have equal rights as Ordinary Members except for the right to vote and the right to hold an elected office.

 

 

Article 14.        Duties of Members:

          (1)        to comply at all times with the Trade Association's Bylaws and resolutions adopted by its General Meetings or the Board of Directors honestly and strictly;

          (2)        to preserve the honor and vested interests of the Trade Association and not to disclose, under any circumstances, any information which may disgrace or cause the Trade Association to suffer disrepute,

          (3)        to promote and support the Trade Association in its activities to ensure constant progress and development,

          (4)        to maintain unity amongst Members and to conduct its business or any other activities with integrity nor cause damages to other Members,

          (5)        to pay all dues and fees to the Trade Association as scheduled,

          (6)        the Secretary-General shall be notified in writing of any change by any member of name, surname, nationality or re-location of residence or office, change in the business category or change of representatives where such Member is a juristic person, within seven days of such change as otherwise the Trade Association will not be under any obligation to acknowledge such change and may, for all intent and purpose, undertake any act as if such change has not taken place and will not be held liable for any loss or damage arising therefrom as long as the Trade Association has not received any notice of such changes.

 

 

 

CHAPTER 5

ENTRANCE FEES AND ANNUAL DUES

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Article 15.        The Trade Association's Annual Dues:

The entrance fee and annual dues payable by Ordinary Members and Extraordinary Members shall be as annually determined by the General Meeting. The liability of an Ordinary Member or an Extraordinary Member is limited to the various fees and dues, which are outstanding and payable by such Ordinary Member or Extraordinary Member.

No entrance fee or annual due is payable by Honorary Members.

 

Article 16.        Additional Fees: Additional fees, in whatever sum, may be prescribed by the Trade Association to be paid by Members from time to time as needed in accordance with the General Meeting's resolution adopted by at least three-fourths of the number of Ordinary Members, who attend such meeting.

 

CHAPTER 6

BOARD OF DIRECTORS OF ASSOCIATION

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Article 17.        There shall be a Board of Directors to administer the Trade Association in line with its objectives and to represent the Trade Association in any activities involving third parties. The Board of Directors shall consist of Ordinary Members, who are natural persons or the designated representative of Ordinary Members, who are juristic persons, for at least five (5) persons and not more than nine (9) persons.

            At least thirty (30) days prior to the Annual General Meeting, the Board of Directors shall notify the Members of the nomination period and any rules applicable to the nomination process for the nomination of candidates to be elected as directors at the Annual General Meeting.

            The nomination form shall be available from the Secretary-General

            Candidates for the Board of Directors must register their interest by submitting the nomination form to the Secretary-General or the Director acting for the Secretary-General within the nomination period. The completed nomination form must be signed by the candidate and seconded by one (1) other Ordinary Member and shall include any other information as may be required from time to time. A seconder may only second or support up to three (3) candidates. Incomplete nomination forms shall be invalidated.

 

            Members shall be notified of the list of qualified candidates at least seven (7) days prior to the Annual General Meeting.

 

            If there are less than five (5) qualified candidates, the nomination period shall re-open on the day of the Annual General Meeting, whereupon additional nominations can be proposed and seconded by the Ordinary Members present. 

 

            If there are more than nine (9) qualified candidates, an election shall be held. Voting shall take place by secret ballot. The rules and conditions of voting shall be as stipulated on the ballot form. Each Ordinary Member attending the meeting in person or by proxy shall receive one ballot form although an Ordinary Member which is a juristic person may be represented by two representatives at the meeting.

 

            After the votes have been cast and counted, the meeting shall appoint the nine (9) candidates with the highest count of votes to the Board of Directors.

 

            In case of a tied vote for any vacancy, there shall be another round of voting for the tied candidates only. If a tied vote results again from this round of voting, the matter shall be resolved by the drawing of lots by the tied candidates to be conducted by the Chairman of the meeting.

 

            Directors shall select, among themselves, a person to assume each post of President, Vice President (not more than three (3) persons as 1st Vice President, 2nd Vice President and 3rd Vice President), Treasurer, Secretary-General, Registrar, Receptionist, Public Relations Officer and other posts as considered appropriate by the Board. The President shall be a person with the right of residence permit in Thailand.

            The Trade Association's Directors shall retain their office for a term of one (1) year. Such term shall start on the day after the election by the General Meeting and end on the day of the first General Meeting in the following calendar year which is convened for the purpose of the election of Directors.

 

            Subject to the provisions of Sections 19 and 33 of the Trade Associations Act B.E. 2509, a retiring Director is eligible for re-election. However no one can be elected as a Director for more than four (4) consecutive terms. A Director who retains his/her office for four (4) consecutive terms cannot be re-elected unless a period of one (1) year has elapsed.

 

            For the purpose of eligibility for re-election and continuous office, all previous terms served shall be counted irrespective of the length of the term except for the term of a person appointed by the Board to fulfill a vacancy under Article 19. In such case the person so appointed shall be deemed not to have served a term in his office for the purpose of eligibility for re-election and continuous office.

 

Article 18.        Termination of Office as Director: A Director will come to the end of his/her term under the following circumstances:

 

            (1)        Retirement at the end of term,

            (2)        Resignation as approved of by the Board of Directors,

            (3)        Disqualified or termination of Ordinary Membership or appointment as representative of an Ordinary Member,

            (4)        Dismissal from the Board of Directors by virtue of resolution adopted by the General Meeting,

            (5)        Dismissal from the Board of Directors by virtue of resolution of the Board of Directors upon failure to attend in person or by proxy three (3) consecutive or one-half of scheduled Board of Directors meetings during the term and without satisfactory explanation accepted by the Board of Directors,

            (6)        Dismissal under an order issued by the Minister of Commerce by virtue of Section 33 of the Trade Associations Act, B.E. 2509.

            (7)        Be sentenced to the final punishment under the Trade Associations Act, B.E. 2509

 

            In the case where a representative of a juristic person Member under Article 10, who has been elected or appointed dies or retires from such post, the said Member may nominate a new representative as his/her replacement.

 

Article 19.        A Director's retirement prior to the end of term: The Board of Directors may, in respect of any vacancy in the Board, appoint an Ordinary Member or any of an Ordinary Member's representatives to fill the vacancy. Such replacement Director, however, may remain in office only for the remaining term of the Director he/she replaces or until the next General Meeting convened for the purpose of the election of Directors, whichever occurs the earliest.

            If there is a vacancy of a Director who is an office holder, the Board of Directors may select any other director to fill the post.

 

            In the case of retirement of the entire Board of Directors before the end of its term, such retiring Board of Directors shall convene a General Meeting for the purpose of electing a new Board of Directors within 180 days in which event the provision of Article 24 shall apply mutatis mutandis.

 

            The Board of Directors elected in pursuance of the preceding paragraph may remain in its post for such remaining tenure of the Board of Directors it is replacing.

 

Article 20.        Quorum for Board of Directors Meetings: A Board of Directors meeting shall be attended by at least half of the total number of Directors or their proxies at such time in order for a quorum to be formed.

 

            In the case where the number of directors in the Board of Directors is less than half of the total number of directors, the remaining directors may only perform actions in the matter of appointing one or more ordinary members to be directors to reach the full amount of required directors or to call for a general meeting or performing a reasonable actions to protect the interests of the Association only.

 

Article 21.        The Board of Directors Resolutions: Resolutions of the Board of Directors Meetings shall be adopted by majority votes of Directors or their proxies attending the meeting. Each Director holds one vote and in the case of tie-votes, the Meeting's Chairman shall be entitled to cast a decisive vote.

 

            Any resolution adopted by a Board of Directors Meeting in violation of the law or these Bylaws shall be invalid and unenforceable.

 

Article 22.        Chairman of the Meeting: The Trade Association's President shall preside over every Board of Directors meeting. In his/her absence or inability to discharge such duties, the Trade Association's Vice President shall act in lieu. The Meeting, however, will select any Director to preside over that particular meeting only if both the President and Vice President of the Trade Association are not present or not able to discharge this duty.

 

Article 23.        A Board of Directors Meeting: A Board of Directors Meeting shall be held at least once every two months. Moreover, a Board of Directors Meeting may be called if it is considered expedient by the President of the Trade Association or Director acting in his/her place, or by at least four Directors.

 

            In the event of the death of the President or the resignation of the President, the Board shall convene a Board of Directors meeting within thirty (30) days for the purpose of electing a new President.  

            Minutes of each Board of Directors Meeting shall be prepared by the Secretary-General or a Director acting for the Secretary-General and submitted for approval to the next Board of Directors Meeting.  The approved minutes shall then be signed by the Chairman of the meeting and kept on file at the Trade Association's Office. Members may inspect such certified minutes at the Trade Association's Office during its business hours.

 

Article 24.        Assumption of Duties by the Board of Directors: Once a new Board of Directors has been elected by the General Meeting, a meeting of the new Board of Directors shall be convened within fifteen (15) days from the date of election and the retiring Board of Directors shall proceed to register the new Board of Directors with the Bangkok Metropolis Trade Associations Registrar within thirty (30) days as from the date of election. The retiring Board of Directors shall hand over work to the new Board of Directors within thirty (30) days as from the date the new Board of Directors has been duly registered by the Trade Associations Registrar.

            In the case where the Trade Associations Registrar has not as yet accepted to register the new Board of Directors and the retiring Board of Directors has not as yet handed over its work in pursuance of the preceding paragraph, the retiring Directors shall, in the interim, be empowered to administer the Trade Association's affairs until such times that the new Board of Directors has been registered by the Trade Associations Registrar and has duly assumed office. The assignment of duties must be made in writing.

 

Article 25.        Power and Duties of the Board of Directors: are as follows:

            (1)        to attend board meetings, to participate and promote the activities of the Trade Association, to manage and conduct the Trade Association's operations as well as managing its property and liabilities in pursuance of its Bylaws and any resolutions adopted by the General Meetings,

            (2)        to elect Directors to the various posts in the Board of Directors,

            (3)        to set rules/regulations governing performance of the Trade Association's work in pursuance of its objectives and these Bylaws,

            (4)        to employ, appoint and remove any and all of the Board of Directors Advisors, sub-committee Members, officers and staff Members performing work for the Trade Association in the conduct of any specific work, or to consider various matters which come within the scope of the Board of Directors duties to ensure a smooth implementation of the Trade Association's operations.

                        Advisors of the Board of Directors and such sub-committee may be appointed from Directors or Members of the Trade Association or even third parties. The appointment of advisors, officers and staff to work for the Trade Association shall be subject to such remuneration and other terms as the Board of Directors thinks fit.

 

Article 26.        The power and duties of directors in various positions: are as follows:

          (1)        The Trade Association's President has the duty and power to administer the Trade Association's work in line with its Bylaws and regulations, to represent the Trade    Association in external relations as well as to preside over Board meetings and General Meetings. All official documents of the Trade Association, including contracts and transactions with third parties, shall be signed by any two Directors from amongst the President, the Vice President, the Treasurer and the Secretary-General duly authorized by the resolution of the Board of Directors.

          (2)        The Trade Association's Vice President has the duty to assist the Trade Association's President in all matters which come under his/her jurisdiction as President of the Trade Association. He/she shall act for the Trade Association's     President in the latter's absence or inability to discharge his/her duties. If there are more than one Vice President, the 1st Vice President shall assume the powers and duties of the President.

          (3)        The Treasurer has the duty to check the receipts and disbursements of the Trade Association’s funds, to present the financial reports to the Board and the General Meetings, to supervise the maintenance of the financial accounts, records, files        and data of the Trade Association, maintain and disburse the Trade Association's property as well as to carry out any other duties as assigned by the Board of Directors.

          (4)        The Secretary-General has the duty to keep all records, except financial records, of the Trade Association and shall cause proper minutes of all General Meetings and Board Meetings to be reviewed and signed. The Secretary-General shall arrange for a copy of the signed board minutes to be sent to each Director. The Secretary-General shall carry out any other duties assigned by the Board of Directors.

          (5)        The Registrar is responsible for the preparation of membership registrations and various registers, which is not a financial register of the association and perform other duties as assigned by the Board of Directors.

 

 

CHAPTER 7

GENERAL MEETINGS

 

Article 27.        General Meetings: The Board of Directors shall convene a general meeting of Members at least once every twelve months. Such meeting will be called an "Annual General Meeting".

Any meeting other than that in the preceding paragraph shall be called an "Extraordinary General Meeting".

 

Article 28.        Schedules of General Meetings:

          (1)        The Annual Ordinary General Meeting shall be held regularly every year within        one hundred and twenty days from the end of the Trade Association's fiscal year.

          (2)        by the Board of Directors if a request to that effect is made in writing and submitted to the Secretary-General or the Director acting for the Secretary-General by at least one-fourth of the total number of Members and in such case the Extraordinary General Meeting shall be held within twenty days from the date of resolution or receipt of such letter.

 

Article 29.        Notice of the Meeting: A notice of each General Meeting shall be sent by the Board of Directors indicating the date, time and place as well as agenda of such meeting to every Member, by registered mail to the addresses of Members given in the Registry or delivered by messenger prior to the date of the General Meeting at least seven days.

            In sending notices in pursuance of the preceding paragraph in respect of General Meetings, a copy of minutes of the previous General Meeting shall also be enclosed (if any) as well as copies of the Annual Report and audited Balance Sheet and Income Expense Statement.

 

Article 30.        General Meeting's Quorum: A General Meeting shall be attended by at least one-fourths of the total number of Ordinary Members or their proxies in order to form the quorum.           

Ordinary Members may vote by proxy at any General Meeting although the appointment of such proxy shall be made in writing and a copy of such document presented to the Secretary-General or the Director acting for the Secretary-General before commencement of the meeting.

A proxy shall be either an Ordinary Member or representative of an Ordinary Member of the Trade Association and represent no more than three Ordinary Members.

 

Article 31.        Lack of Quorum: If the lack of quorum should persist after the lapse of fifteen (15) minutes of the scheduled time of the General Meeting convened at the requisition of Members, such meeting shall be forthwith cancelled. The meeting shall be adjourned, however, if it is not being held at the requisition of Members and a notice for the meeting specifying the date, time and place for such General Meeting will be given once again within twenty (20) days from the first General Meeting although no quorum will be mandatory at this latter meeting.

 

Article 32.        Chairman of the Meeting: The Trade Association's President shall preside over every General Meeting. In his/her absence or inability to discharge such duties, the Trade Association's Vice President shall act in lieu. The meeting, however, will select any Director to preside over that particular meeting only if both the President and the Vice President of the Trade Association are not present nor able to discharge this duty. In the absence of any Director at the meeting, any Member may be selected to preside over that particular meeting only.

 

Article 33.        Voting Methods at Meetings: Only Ordinary Members and their proxies can vote subject to the provision of Article 30. Each Ordinary Member holds one vote although it may be represented by two representatives at such General Meeting.

            Except for the election of Directors under Article 17 which shall be by secret ballot only, any other resolution shall be adopted at any General Meeting by a show of hands or any other method which discloses the manner in which a Member has voted, unless prior to or at the time such show of hands is made, the Board of Directors thinks fit, or at least two Ordinary Members are concerned to request that voting be made by ballot.

 

Article 34.        General Meeting's Resolutions: Unless otherwise prescribed herein, resolutions of General Meetings shall be adopted by majority votes. In the case of tie-votes, the meeting's Chairman may cast his/her decisive vote either by a show of hands or by ballot.

 

Article 35.        Matters to be transacted at the Annual Ordinary General Meeting: are as follows:

          (1)        Approval of minutes of the preceding General Meeting,

          (2)        Consideration of the Board of Directors Annual Report presenting the Trade Association's performance during the previous year (if any),

          (3)        Consideration of the balance sheet and annual financial statements (if any),

          (4)        Election of the Board of Directors (in the end of the year of full term),

          (5)        Appointment of the Trade Association's advisors, and selection of the Trade    Association's auditor for the year as well as determination of their remuneration (if any),

          (6)        Other matters to be transacted by virtue of resolutions adopted by the General Meeting.

 

Article 36.        The Trade Association's Monthly or Special Meetings: A meeting of the Trade Association's Members may be convened and held from time to time by the Trade Association's President or the Board of Directors in the interest of commercial, educational and/or social objectives (such as functions to exchange opinion on matters of concern and interest or in celebration of a holiday or other festivities).

 

Article 37.        Minutes of meetings: Minutes of each General Meeting shall be taken by the Secretary-General or the Director assigned to act on the Secretary-General's behalf. Minutes of each General Meeting shall be presented to the next General Meeting for approval. The approved minutes shall be signed by the Chairman and the Secretary General and will be made available for Members to inspect during business hours at the Trade Association's Office.

 

 

 

CHAPTER 8

FINANCE, SPECIAL FUNDS AND ACCOUNTING MATTERS

OF THE TRADE ASSOCIATION

 

Article 38.        End of Fiscal Year: The 31st of December each year shall be construed as the end of the Trade Association’s fiscal year.

 

Article 39.        Preparation of Balance Sheet: The Trade Association's Balance Sheet shall be prepared by the Board of Directors for each end of fiscal year and then submitted to the Auditor by not later than February. The Auditor shall complete the audit of such Balance Sheet at least thirty days before the Annual Ordinary General Meeting.

The audited Balance Sheet shall be submitted by the Board of Directors to the Annual Ordinary General Meeting for approval within one hundred and twenty days as from the end of the fiscal year.

            The Board of Directors shall submit the Annual Report which presents the Trade Association's performance to the General Meeting.

Copies of the Annual Report presenting the Trade Association's performance including the audited Balance Sheet shall also be sent to the Bangkok Metropolis Trade Association Registrar within thirty days from the date of the General Meeting.

Furthermore, the Trade Association's Annual Report presenting its performance and the audited Balance Sheet shall be kept at the Trade Association's office and be available for inspection at the request of Members.  

 

Article 40.        The Auditor's authority: The Auditor is vested with the authority to audit the Trade Association's assets, books of accounts and all relevant financial documents and its operations as well as entitled to make any enquiries with its Directors as well as every staff member of the Trade Association who have been involved with such assets, books of accounts and documents. The Board of Directors and all staff Members shall, in this respect, provide their assistance as well as every facility to accommodate such audit and enquiries.

 

Article 41.        Maintenance of Books of Accounts and Financial Documents: The Trade Association's books of accounts and financial records shall be kept at its office under the Treasurer's jurisdiction.

 

Article 42.        The Trade Association's Finance: All of the Trade Association's cash will be deposited in the name of the Trade Association with any commercial bank or financial institution located in Bangkok Metropolis in accordance with the Board of Directors resolution.

In compliance with resolutions adopted by the Board of Directors Meetings, any deposit and withdrawal of funds from the bank shall be signed by at least two Directors.

Article 43.        Payment of Association: the procedure and rules for the approval of disbursements and payment of funds shall be subject to the resolutions adopted by the Board of Directors from time to time.

 

Article 44.        Special funds: Special funds may be raised by the Trade Association for the conduct of its operations and promotion of its prosperity by means of donation solicited from third parties and Members, or by any other means as considered appropriate by the Board of Directors which, however must not be in contravention of the law.

 

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CHAPTER 9

AMENDMENT OF ARTICLES OF ASSOCIATION,

DISSOLUTION OF THE TRADE ASOCIATION AND LIQUIDATION

 

Article 45.        Amendment of the Articles of Association: Any amendment, revision, deletion or addition to the Articles of Association may be made only by resolution of the General Meeting which has adopted its votes of approval by not less than two-thirds of the total number of Ordinary Members or proxies attending the meeting.

 

Article 46.        Dissolution of the Trade Association: This Trade Association may be dissolved on any of the following grounds:

          (1)        when a resolution for it to be dissolved is adopted by a General Meeting with at least three-fourths of votes of the total number of Ordinary Members attending such meeting,

          (2)        when the Trade Association becomes bankrupt,

          (3)        when an order is issued by the Minister of Commerce by virtue of Section 36 of the Trade Associations Act, B.E. 2509 for it to be dissolved.

 

Article 47.        Liquidation: When the Trade Association is dissolved for any of the reasons set in Article 46, provisions of the Trade Associations Act, B.E. 2509 shall be applicable in respect of its liquidation.

 

            In the case of dissolution by virtue of Clause 46 (1), the General Meeting held on such occasion shall adopt a resolution to appoint a liquidator as well. However, if the dissolution is caused by virtue of Clause 46 (3), then every Director in the last Board of Directors, which has registered its Directors with the Bangkok Metropolis Registrar of Trade Associations, shall serve as its liquidators.

 

            If the Trade Association still has any property left after liquidation, such property shall be transferred, in accordance with resolution of the General Meeting, to any one or several legal entities in Thailand with the pursuit of public charity as its/their objective.

 

            If, after liquidation, the Trade Association has not sufficient property to repay its debts, the liability of Ordinary Members shall be limited, however, to the sum of various fees due and which remain unpaid by such Members.

 

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CHAPTER 10

PROVISIONAL CLAUSES

 

Article 48.        After permission has been granted by the Bangkok Metropolis Registrar of Trade Associations for the Trade Association to be established, each Founding Member shall act as temporary Members of the Board of Directors until a Board of Directors has been elected by virtue of these Bylaws which shall take place within one hundred and twenty days from the date of its receipt of permission to set up the Trade Association.

 

Article 49.        For the purpose of the provision of Article 7, every Founding Member shall act as an Ordinary Member of the Trade Association.

 

Article 50.        These Articles shall be in full force and effect as from the date approval has been granted by the Bangkok Metropolis Registrar of Trade Associations for the Trade Association to be established.

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