Singapore Thai Chamber of Commerce Bangkok

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 Objective

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

    4.1

    To promote and develop economic relations between Singapore and Thailand.

    4.2

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

    4.3

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

    4.4

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

    4.5

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

    4.6

    To compile news, information and statistics on trade in general, on industrial affairs, and on legal and financial matters worthy of interest, for distribution to members.

    4.7

    To assist and promote activities those are benevolent to society.

    Chapter 3 Membership

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

    Article 6: Membership shall be divided into three categories:

    6.1

    Ordinary members

    6.2

    Associate members

    6.3

    Honorary members

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

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

    Associate members shall be divided into 3 types as follows:

    8.1

    A natural person under 30 years of age

    8.2

    A natural person 30 years of age and above

    8.3

    A juristic person

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

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

    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 Article 10.1 shall be applied to an appointed representative of a juristic person.

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

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

    Article 12: Application for membership shall be as follows:

    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 and practice trade activities and other businesses with a cooperative and honest manner.

    13.2.5

    To pay the annual fee to the Chamber.

    13.2.6

    Members of the Chamber who have changed their name, surname, nationality, address, office address, business type, or representative have to give a notice in writing to the Board of Directors within 15 days from the date of such change.

    Article 14: Membership Subscription:

    14.1

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

    14.2

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

    14.2.1

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

    14.2.2

    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.

    14.2.3

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

    14.3

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

    14.3.1

    Baht 8,000 per year for an Ordinary member.

    14.3.2

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

    14.3.3

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

    14.3.4

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

    14.4

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

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

    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:
    a) Chairman
    b) Vice Chairmen
    c) Secretary
    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 meetings during its tenure unless due to difficult circumstances. The meetings of the Board of Directors’ may be conducted via video conference, electronic means or any other form of electronic communication equipment to the extent and under the conditions permitted by applicable laws.

    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.

    19.5

    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 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.

    19.7

    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 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.

    19.9

    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.

    19.9.1

    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

    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.

      19.10

      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.

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