FTCC Constitution and By-Laws

FTCC Constitution and By-Laws

Chapter 1: Title, registered office and objectives

Art. 1 This bilateral Chamber of Commerce is established in Thailand under the name of “Chambre de Commerce Franco-Thaïe”.

Art. 2 The registered address of the Chamber is at 5th Floor, Kian Gwan House III, 152, Wireless Road, Lumpini, Pathumwan, Bangkok 10330.

Art. 3 The objectives of the Franco-Thai Chamber of Commerce (Chamber) are:

3.1 To promote bilateral trade and investment between France and Thailand.

3.2 To support the commercial endeavors of French companies in Thailand and Thai companies in France.

3.3 To represent, federate, stimulate and serve the interests of the Franco-Thai business community and its members.

3.4 To coordinate members’ activities in their relationships with governmental agencies and associations.

3.5 To release publications and organize trade fairs and events for the benefit of its members.

 

Chapter II: Members

Art.4 The Franco-Thai Chamber of Commerce shall include a majority of members residing in Thailand. The majority of the members must be individuals or juristic persons in which partners or shareholders holding more than fifty percent (50%) of the capital are French or other nationalities. This includes juristic persons or individuals that deal in trading, servicing, independent profession, industrial, agricultural, financial or economic enterprise operators.

Art.5 The Franco-Thai Chamber of Commerce is composed of Honorary Members, Ordinary Members and Affiliated Members.

5.1 Honorary Members are persons of high standing or patrons of the Chamber, who could bring prestige to the Chamber and/or have been prominent for their outstanding activities in favor of the Chamber or the Franco-Thai business community. Candidacy of Honorary Members must be proposed by a member of the Chamber, seconded by the Board of Counsellors (Board) and approved at a General Meeting. Honorary Members may participate in all events of the Chamber and shall be entitled to the privileges of Ordinary Members, but do not have voting rights and they are not permitted to stand for election to the Board of Counsellors.

5.2 Ordinary Membership is opened to juristic persons domiciled in Thailand carrying out trade, service, independent profession, industrial, agricultural, financial or economic activities. The Ordinary Member will nominate one or two members from its personnel to represent it in all activities and functions of the Chamber. Admission procedure for Ordinary Members is as follows:

5.2.1 The application for the admission of a candidate is addressed to the Executive Director.

5.2.2 The Executive Director will circulate the name and qualifications of the applicant to the Membership Committee for initial screening and/or to the Board of Counsellors for approval.

5.2.3 If no refusal has been made as per section 5.2.2, the President will submit the candidacy for final approval by a simple majority vote of the Board of Counsellors. The decision of the Board shall be regarded as final.

5.3 Affiliated Members include individuals, and companies of good standing which are not

domiciled in Thailand and whose activities are not eligible for Ordinary Membership. Candidacy of Affiliated Members must be proposed by a member of the Chamber and seconded by the Board. Affiliated members may participate in all activities of the Chamber and shall be entitled to all the privileges granted to Ordinary Members, but they shall have no voting rights and they are not permitted to stand for election to the Board of Counsellors.

Art.6 All members shall be advised of a new member’s admission by the Secretary or the operational manager in charge of the Chamber of Commerce as soon as possible.

Art.7 Without prejudice to the privileges attached to the quality of a member, all members may support the Chamber with financial assistance in addition to their annual fees and dues.

Art.8 Membership is automatically lost for any of the following reasons:

8.1 Death.

8.2 Resignation.

8.3 In the case of juristic persons, cessation or interruption of activities for any reason whatsoever (dissolution of the Company, liquidation, bankruptcy, etc…).

8.4 Imprisonment by final decision of the court except for petty offense or carelessness offense.

8.5 Non-payment of dues exceeding a period of three (3) months after issuance of membership invoice.

8.6 Being adjudged as legally incompetent or incapable.

Art.9 The Board may also decide to exclude any member of the Chamber:

9.1 Who is in a situation mentioned in Art.8.

9.2 Whose conduct may adversely affect the reputation of the Chamber.

9.3 Who does not comply with this Constitution and By-Laws and/or the Chamber Code of

Conduct.

Art.10 A list showing the names of members will be distributed to the members at least once a year. The Chamber will maintain a Register of Members which will be kept at the Chamber’s Office.

 

Chapter III: General Meeting

Art.11 Ordinary Members of the Chamber are entitled to one vote each at General Meetings. Honorary Members and Affiliated Members may be heard in an advisory capacity.

Art.12 An ordinary General Meeting shall be held within the first three months of each year, on convocation from the Board, in order to:

12.1 Hear the President’s report on the activities of the Chamber.

12.2 Receive and consider the report on the accounts of the preceding year.

12.3 Appoint an auditor for the coming year.

12.4 Elect Counsellors by secret ballot.

12.5 Determine, each year, the rate of on the entrance fee and subscription.

12.6 Decide on any other questions included in the agenda.

Art.13 An Extraordinary General Meeting shall be held whenever the Board judges this to be necessary or upon the written request of at least twenty percent (20%) of Ordinary Members. In the latter case, if the Board has not called a meeting within 30 days of Ordinary Members’ request, the members who have made such request may then call it themselves.

Art.14 At least 10 days before the date of a General Meeting, the Board must send a notice and agenda to each member of the Chamber. Only the questions included in the agenda may be discussed and voted upon during the meeting. The only exception to this rule is when two-thirds (2/3) of the ordinary members present or represented accept that a supplementary question proposed by one of the members be added to the agenda of the meeting.

Art.15 Each member entitled to vote hereunder shall have only one (1) vote. Each member can represent by proxy only two (2) other members. A member of the Chamber who is prevented from attending a General Meeting may give his/her proxy to another member to attend and vote on his/ her behalf on every item of the agenda. A Member who is prevented from attending a General meeting may vote on every item of the agenda, dated and signed, and send back to the Chamber before the Annual Ordinary General Meeting via registered mail, fax or email, to the Election Committee, composed of FTCC representative as validated by FTCC Board of Counselors.

Art.16 General Meeting decisions are valid only if at least twenty percent (20%) of Ordinary Members of the Chamber are present, represented by proxy or have cast their votes according to Article 15. In case this quorum is not fulfilled, a new meeting shall be called within 20 days. Decisions made at this second meeting will be valid irrespective of the number of members present or represented.

Art.17 Subject to or otherwise provided for by the laws or stipulated herewith, General Meeting decisions are made by a majority of members present or represented. Counsellors are elected by the highest number of votes. In case of parity of votes, a second election shall be held. Should the parity of vote persist, Counsellors shall be then selected by seniority based on date of birth.

Art.18 The President of the Board shall preside at every General Meeting. If the President cannot be present, any of the Vice-Presidents may preside in the President’s place. If neither the President nor a Vice-President is present at a General Meeting, one of the Counsellors may be elected to act as president of the meeting.

 

Chapter IV: Board of Counsellors

Art.19 The Chamber is managed by a Board of Counsellors (Board), which shall be composed of not less than 10 and not more than 14 Counsellors. Each Counsellor is elected for a mandate of two (2) years. The Board shall be renewed every year at the General Meeting upon expiry of the Counsellors’ mandate, taking into account the following rules:

19.1 Only individuals (delegates of a company) may be elected as Counsellors.

19.2 The majority of Counsellors must be of French nationality.

Art.20 Counsellors are not entitled to any remuneration and shall strictly abide by the Code of Conduct.

Art.21 The Board shall be responsible for the following matters:

21.1 The examination, at the beginning of each Chamber’s year and after the election of a new Board, i.e. during the first meeting of the new Board, of the overall policy of the coming year to be proposed by the Executive Director.

21.2 The acceptance or amendment of the proposed policy described in Art. 21.1.

21.3 The overall policy and operations of the Chamber; and shall represent the Chamber.

Art.22 A quorum at a meeting of the Board shall be reached when five (5) members are present in person. In case the members attending a meeting are unable to form a quorum, such meeting shall be postponed and the Board shall convene a new meeting to be held within fifteen (15) days thereafter. If the quorum is again not reached at such a second meeting, the meeting shall proceed as if the quorum is reached.

Art.23 Motions will be adopted by majority decision. In case of a tie in the voting, the President shall have a casting vote.

Art.24 In case of vacancy due to the reasons stipulated in Art.34, the Board at its discretion may declare the relevant seat as vacant and proceed to elect a new Counsellor. In such case, a letter must be sent to all members of the Chamber informing and inquiring whether they want to be present a candidate. Replies shall be accepted by the Board up to 15 days from the date of the Board’s letter. After receiving proposals, the Board shall immediately proceed to elect a new Counsellor. The new Counsellor’s term shall continue until the next General Meeting.

Art.25 The Board may rent premises, appoint advisors, hire paid personnel to assist themselves in the management of the Chamber and generally perform all the necessary acts to ensure the efficient functioning of the Chamber.

Art.26 The Board must meet at least once every 2 months, the time and location of the meeting being at the President’s discretion.

Art.27 Among its members, the Board shall annually elect by a majority vote a President, three (3) Vice-Presidents, an Honorary Secretary and an Honorary Treasurer. The election shall be during a Board meeting called by the outgoing President to be held within 10 days following the annual Ordinary General Meeting of the Chamber. Such meeting must have as its quorum nine (9) members of the Board. In case of parity of votes, a second election shall be held. Should the parity of vote persist, the President, Vice-Presidents, Honorary Secretary and/or Honorary Treasurer shall be then selected by seniority based on date of birth. The Honorary Secretary will immediately publish and circulate the composition of the Board to all members.

Art.28 The duties of the President are:

28.1 To preside at the General Meeting and Board Meetings discussions and ensure the implementation of decisions made.

28.2 To represent the Chamber with the authorities and third parties.

28.3 To sign all documents, deeds and contracts concerning the Chamber.

28.4 To sign the minutes of General Meetings and Board Meetings.

28.5 To countersign the annual report of the Honorary Treasurer as the report must be submitted whenever a new Honorary Treasurer takes office.

Art.29 The duties of the Vice-Presidents are to assist the President; in case of the President’s absence. They exercise the same powers and functions as the President, subject to appointment by the President on a case by case basis.

Art.30 When the President or the Vice-Presidents are unable to perform their duties for whatever reasons, the Board shall be appointed to perform the said functions temporarily.

Art.31 The duties of the Honorary Treasurer are:

31.1 To ensure that the accounts of the Chamber are properly kept.

31.2 To ensure that all revenues are collected and to pay for all expenses of the Chamber: to this end, the Honorary Treasurer shall open and maintain accounts in the name of the Chamber, in which all revenues are deposited; cheques drawn on these accounts must be signed by 2 out of 3 authorized persons: the Honorary Treasurer, and/or by the President, and/or Executive Director.

31.3 To keep the Board informed of the financial situation of the Chamber.

31.4 To establish, each year on December 31st, a balance sheet and a yearly report to be submitted to members at the General Meeting. When a new Honorary Treasurer takes up his/ her function, his/her Predecessor prepares a report showing all the assets of the Chamber, the accounting books used and all other information considered useful. This report is signed jointly by the outgoing and the incoming Honorary Treasurer and counter-signed by the President.

Art.32 The duties of the Honorary Secretary

are:

32.1 To ensure that the list of members is kept up to date and published at least once a year.

32.2 To prepare and sent out the minutes of the General Meeting and Board Meeting.

32.3 To ensure that the Procedures for admission and exclusion of members of the Chambers are carried out.

32.4 Generally to take care of all administrative matters which are not the Honorary Treasurer’s responsibilities.

Art.33 The Board may appoint an Executive Director to run the activities of the Chamber. The Executive Director may be entitled to remuneration and assisted by a team of employees also entitled to remuneration as approved by the Board. An Executive Committee comprising the President of the Board and the Vice-Presidents can also be appointed to assist the Board and/or the Executive Director. Subcommittees comprising the French Economic Counsellor and/or any competent person may be appointed by the Board to assist the Board and/or the Executive Director.

Art.34 Membership on the Board may be terminated upon:

34.1 End of term.

34.2 Resignation.

34.3 Change of company by the Counsellor.

34.4 In the events mentioned in Art. 8.

34.5 Final decision by the court for infringement of the Chamber of Commerce Act, as prevailing in Thailand.

34.6 A member who fails to attend four consecutive meetings with no valid reason.

34.7 Noncompliance with the Chamber’s of Commerce’s Constitution and By-Laws and/or Code of Conduct.

34.8 Resignation requested by the Minister of Economic Affairs according to Act.40 of the Chamber of Commerce Act. B.E.2509.

 

Chapter V: Finance and audit

Art.35 The Chamber’s fiscal year shall be the calendar year from January 1st to December 31st. The Chamber’s accounts shall be audited every year by an auditor designated by the Ordinary or Extraordinary General Meeting. Audited statements of account and balance sheet shall be submitted to the General Meeting for consideration and adoption by the members.

Art.36 The Chamber may seek supplementary funds by accepting contributions from third parties and from members for the purpose of carrying out the Chamber’s operations and in order to promote its objectives.

 

Chapter VI: Miscellaneous

Art.37 The Constitution and By-Laws may be amended by an ordinary or an Extraordinary General Meeting if the following conditions are fulfilled:

37.1 The proposed amendment has been included in the agenda sent to each member of

the Chamber and,

37.2 The decision is taken by two thirds (2/3) majority of the members present and/or represented by proxy and/or remote voting.

Art.38 The Chamber may be dissolved by an Extraordinary General Meeting, under the same conditions as those stated in Art.35 here above. In case of dissolution of the Franco-Thai Chamber of Commerce, the Treasurer shall balance all assets, the General Meeting will make donations thereof to a public or private social institution, which shall be duly

registered in Thailand.

Art.39 In the event of any ambiguity in the interpretation of this Constitution and By-Laws, the matter should be referred to the Board of Counsellors, which will set up a By-Laws Sub committee in order to make recommendations within 90 days.

Art.40 If some cases do not appear or are not stipulated in the FTCC Constitution and By-Laws, the Chamber shall consult and act in accordance with the Chamber of Commerce Act B.E. 2509.

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