AMCHAM was organized in 1956 and registered as an association under Thailand’s Civil And Commercial Code on February 11, 1957. It was subsequently converted to a chamber of commerce and registered as such with the Ministry of Commerce on July 20, 1967. AMCHAM exists as a juristic person under the Chamber of Commerce Act of 1966, as amended by the Chamber of Commerce Act (No. 2) of 2007.
The present Articles of Association of AMCHAM was duly registered in 2008 and amended in 2013 in its official Thai language text. Following is an English translation of that text.
THE AMERICAN CHAMBER OF COMMERCE IN THAILAND
ARTICLES OF ASSOCIATION
(As Amended on October 30, 2013, and Registered on November 26, 2013)
Chapter I: Name and Address
This Chamber of Commerce shall be known as THE AMERICAN CHAMBER OF COMMERCE IN THAILAND (“AMCHAM”).
AMCHAM’s office is located at 7th Floor, GPF Witthayu Tower A, 93/1 Wireless Road, Khwaeng Lumpini, Khet Pathumwan, Bangkok Metropolis
The AMCHAM seal is as affixed below:
AMCHAM Thailand is the abbreviation of The American Chamber of Commerce in Thailand.
Chapter II: Objectives
The objects for which AMCHAM is established are as follows:
- to promote the development of commerce between the United States of America and Thailand;
- to promote measures and operations calculated to benefit and protect the interests of its members;
- to circulate and give effect to the opinions of and to give advice to the business community of the United States in Thailand on all types of trade, commerce, finance, industry, and other questions;
- to collect and disseminate statistical and other information concerning commerce or other activities;
- to obtain and disseminate translations of Thai laws of general commercial interest among its members and to furnish opinions upon any point of the law;
- to assist members and U.S. citizens engaging or planning to engage in any business in Thailand to attain lawful, legitimate objectives;
- to maintain at a high level the civil and commercial reputation of the United States in Thailand;
- to maintain strong relationships with the Chamber of Commerce of the United States and other chambers of commerce, and boards of trade and commercial organizations of the United States and elsewhere; and to do all other lawful things; and
- to help and promote charities and public aid efforts.
Chapter III: Membership and Rights and Obligations
4. Membership Qualifications
AMCHAM consists of members domiciled in Thailand, more than one half of the total number of whom are individuals of American nationality and/or juristic persons having American nationals as partners or shareholders holding more than one half of their capital. All members must be individuals or juristic persons engaged in trade, service, independent profession, industrial, agricultural, finance, or economic activities, who are accepted and approved for membership.
5. Member Categories
There shall be three categories of membership, namely:-
(a) Ordinary Members, which shall include Ordinary Regular Members and Ordinary Special Members;
(b) Affiliated Members; and
(c) Honorary Members.
6. Ordinary Regular Membership
Ordinary Regular Members shall be limited to juristic persons of good standing, having American nationals as partners or shareholders holding more than one half of their capital, domiciled in or maintaining a permanent branch in Thailand.
7. Ordinary Special Membership
Ordinary Special Members shall be limited to juristic persons of good standing domiciled in Thailand, who are not eligible for Ordinary Regular Membership under Article 6.
8. Affiliated Membership
Affiliated Members shall be limited to individuals of good standing. However, an individual whose business is eligible for Ordinary Membership shall not be eligible for Affiliated Membership.
Affiliated Members shall be entitled to all the privileges conferred upon Ordinary Members, except that they may neither hold elective office nor vote.
9. Honorary Membership
Honorary Members shall be limited to individual American citizens who bring high prestige to AMCHAM or who have become prominent for their outstanding activities benefiting AMCHAM. They shall be approved by a majority vote of the members at an Ordinary Meeting.
Honorary Members shall be entitled to all the privileges conferred upon Ordinary Members, except that they may neither hold elective office nor vote.
Honorary Members shall be exempt from the payment of all fees and dues.
10(a) Member Representatives
Applicants for Ordinary Membership shall include in their membership applications the names and addresses of their representatives, consisting of one Designate, one Alternate, and Special Representatives. Persons nominated by a member as its representatives may be subject to the approval of the Board.
The Designate, Alternate, and Special Representatives of an Ordinary Member may be present at any AMCHAM meeting.
In the event an Ordinary Member desires to add or change a representative, notice thereof in writing, together with the name and address of the proposed additional and/or replacement representative, shall be submitted to the executive director. The member firm or corporation shall be responsible for the payment of all membership fees and dues.
10(b) Voting Privileges
Ordinary Members shall be entitled to one vote each, to be cast by its Designate or Alternate. No Ordinary Member shall be entitled to vote unless its dues are paid in full.
Affiliated Members and Honorary Members may not vote.
Any member entitled to vote whose Designate or Alternate is not present at a meeting may, by written proxy, delegate a person to attend the particular meeting and vote on the member’s behalf.
11. Application and Approval
Applicants for membership shall submit an application in the form prescribed by the Board of Governors (“Board”) to the executive director, accompanied by the initial membership fee. An applicant must be approved by the Board in order to become a member.
The application shall be presented by the executive director for approval at the next meeting of the Board subsequent to its receipt. A resolution of the Board to approve the applicant may be passed only upon at least three-fourths affirmative votes of the total number of governors present at the meeting.
The applicant shall be duly informed by the executive director of the application result. The membership of approved applicants shall start therefrom. The initial membership fee shall be refunded to applicants who are not approved.
13. Certificates and Membership Cards
New members shall be furnished with a certificate of membership and membership cards for approved representatives.
The Board may expel a member for dishonorable conduct, or a member whose continued membership is considered detrimental to AMCHAM, by at least threefourths affirmative votes of the total number of governors. The Board shall hold a hearing on such expulsion prior to voting. The executive director shall give notice in writing to the member accused at least seven days prior to the date of the hearing.
If the member accused is not present at the hearing in person or by his representative, the Board may vote on a resolution to expel as if the member were present.
A member may surrender membership on giving written notice to the executive director at least 30 days prior to membership dues being payable, otherwise the member will be liable for the dues for the succeeding period notwithstanding the resignation.
16. Termination of Membership
Membership shall be terminated for any of the following causes:
(a) In the case of the member’s death;
(b) If the member resigns in accordance with these Articles;
(c) If the member is adjudicated bankrupt;
(d) If the member is wound up or dissolved;
(e) If the member becomes incompetent or quasi-incompetent;
(f) If the member is excluded from membership under Articles 14 or 20.
17. Rights and Obligations of Members
(a) Members shall be entitled to the privileges of receiving assistance and benefits related to trade and economic activities from AMCHAM.
(b) Members will have the right to express their opinions or make recommendations at a General Meeting on matters concerning trade, economics, or the progress of AMCHAM.
(c) Members must strictly adhere to the rules, regulations, and directives laid down by AMCHAM.
(d) Members who change name, nationality, address or business description shall give notice of such to the executive director within seven days of such change.
Chapter IV: Fees and Dues
18. Fees and Dues
Each Ordinary Member and Affiliated Member shall pay the membership fees and dues and pay such fees and dues as may be added or adjusted from time to time in accordance with Article 21.
The Board may, at its discretion, temporarily exempt the fees and/or dues of any member.
20. Dues in Arrears
If the fees and/or dues of any member remain unpaid for a period longer than three months, the member’s name may be stricken from the membership rolls, in which case notice thereof shall be given to all members.
21. Additional or Adjusted Fees and Dues
Any resolution to establish or adjust membership fees or dues shall be proposed by the Board to a General Meeting or an Extraordinary Meeting. Resolutions to add or adjust fees and/or dues may only be passed at a General Meeting or an Extraordinary Meeting.
Chapter V: Board of Governors
22. Board of Governors
The Board of Governors shall consist of not less than 12 and not more than 15 governors elected by the General Meeting held in accordance with Article 23(a), each of whom must be a representative of Ordinary Members. The Board shall elect from among themselves persons to hold the following positions:
2. vice-presidents, in a number not less than two, but not more than four;
(a) An election to fill any vacancy on the Board occurring by expiration of governors’ terms of office shall take place at a General Meeting held prior to such expiration date in that year.
(b) Any person nominated for election to the Board who knows in advance that during the ensuing two years they will be unable to attend any three consecutive monthly Board meetings or more than one-half of the monthly Board meetings held in any 12-month period will declare themselves to be ineligible for election to the Board for that term.
24(a) Nominating Committee
(1) The president, with the approval of the Board, shall not later than March each year appoint a Nominating Committee composed of five representatives of Ordinary Members. The Nominating Committee shall have the duty to nominate candidates for governor positions that are to be vacated by the end of term of such year. The governor’s term is two years from the date on which the Registrar accepts the registration of the governors.
(2) The Nominating Committee shall report to the General Meeting held in accordance with Article 23(a), and furnish a list of nominees.
24(b) Nominations by Members Present at the Meeting
Upon the conclusion of the report of the Nominating Committee, and the reading of written nominations at the meeting, the presiding officer may call for additional nominations from Ordinary Members present at the meeting. Such nominations shall be duly seconded by an Ordinary Member. Every person so nominated must be present at the meeting and must accept the nomination.
25. Election Procedures
(a) Method for an annual election of the Board of Governors shall be determined by the Election Supervision Committee after the regular business of the General Meeting held in accordance with Article 23(a) has been transacted.
(b) The President or Presiding Officer of the General Meeting shall appoint the Election Supervision Committee at the Ordinary Meeting held before the General Meeting held in accordance with Article 23(a), to conduct and supervise the validation and counting of the ballots, and to certify the results of the Annual Election. The Election Supervision Committee shall consist of two representatives of Ordinary Members and two governors, none of whom are candidates for election, and the executive director.
(c) The election of governors shall be made by ballot. Election shall be by plurality of votes. No Ordinary Member shall cast more than one vote per vacancy to be filled. Tie votes shall be determined by a drawing of lots by tied candidates to be conducted by the Election Supervision Committee.
(d) The Election Supervision Committee shall prepare a certified record of the balloting with a list of the persons elected to the Board of Governors. The certified record of the balloting shall be kept in AMCHAM’s office for at least six months. Upon presenting the certified list of nominees elected, the Election Supervision Committee shall be discharged from further duties.
26(a) Eligibility, Terms of Office, and Re-Election
(1) Each governor shall be elected to the Board for a term of two years. Governors shall not hold office for more than two successive terms.
(2) Where any person is appointed president or vice-president or governor to fill a vacancy pursuant to Article 26 (b), and the remaining term of the office is less than one year, the person so appointed shall be deemed not to have served a term in office for purposes of eligibility for re-election and continuous office.
(3) A governor who has served two successive terms shall not be eligible to again serve as a governor for a minimum period of one year after completion of his second successive term in office.
(4) The president and not less than two, but not more than four, vice-presidents shall be appointed by the Board from among the governors to hold office for period of one calendar year. The president and vice-presidents shall be eligible for re-election for a period of one year upon completion of a term of office. However, subject to the provisions of Article 26 (a) (2), no person may serve as president or vice-president for more than two successive terms of office. In the event that no other governor is qualified, willing, and able to serve as president to fill the vacancy thereof, the retiring president, if continuing as a member of the Board, may serve as president for another year upon the resolution of an Extraordinary Meeting.
(5) Following the General Meeting held each year in accordance with Article 23(a), where an Annual Election of Governors shall be held, a meeting of the persons eligible to hold the office of governor for the following calendar year shall be held to elect the president of AMCHAM for the following calendar year.
(6) Vice-presidents, a secretary, and a treasurer for the following calendar year shall be elected at a meeting of the persons eligible to hold the office of governor for the following calendar year.
(7) If a president who has retired from office does not hold the office of governor immediately following the end of his term as president, then for one year he shall be an ex-officio representative to the Board who is not eligible to vote.
(8) The secretary and treasurer shall hold office for one calendar year and shall be eligible for re-election for so long as they are governors.
Vacancies occurring in the positions of president, secretary or treasurer shall be filled by the Board from among the governors. A person so appointed shall serve for the remaining term of office of the person whose vacancy they fill. Vacancies occurring in the positions of vice-president may, and if the resulting number of vice-presidents falls below two then shall, be filled by the Board from among the governors and a person so appointed shall serve for the remaining term of office of the person whose vacancy they fill. Vacancies occurring on the Board otherwise than by completion of term may be filled by the Board by appointment of a representative of Ordinary Members. If members of the Board vacate their offices en bloc then the outgoing Board shall hold an Extraordinary Meeting to appoint a new Board. A governor so appointed shall serve for the remaining term of office of the governor whose vacancy he fills.
27. Removal of Governors
Governors shall cease to hold office upon the occurrence of any of the following events:
(a) If their term of office expires;
(b) If the Ordinary Members they represent cease to be members of AMCHAM under Article 16 or they cease to be a representative of an Ordinary Member;
(c) If they are ordered by the Minister of Commerce to vacate office under Section 40 of the Chamber of Commerce Act B.E. 2509 (1966) or they are sentenced by a final judgment to punishment pursuant to said Act;
(d) If they are removed from office by a resolution passed at an Extraordinary Meeting; or
(e) Pursuant to the absence provisions under Article 33.
Chapter VI: Duties of Officers and Executive Director
The president shall exercise general supervision over the affairs and interests of AMCHAM and represent AMCHAM in external relations. He shall preside at all meetings of the Board and meetings of AMCHAM members. He shall, with the approval of the Board, appoint advisors, staff, and the chairpersons of all Standing Committees and all Special Committees. He shall be an ex-officio member of all Standing Committees and Special Committees. All official AMCHAM documents, including without limitation title deeds and contracts, shall be signed by the president or vice-president, together with the executive director.
A vice-president who is appointed by the Board, in the absence of the president, shall have the same powers and authority as the president. Vice-presidents shall each have such responsibilities and duties as are designated or assigned to them from time to time by the president with the approval of the Board.
The treasurer shall have charge of monies collected or received by AMCHAM and shall issue receipts therefor. He shall be authorized to sign all checks and notes and to prepare, control, and maintain accounts in the forms required by law, all receipts and disbursements, and the vouchers therefor. He shall present financial reports at least semiannually to the Board. The treasurer shall deliver over to his successor any and all cash remaining on hand, books of account and financial records, and other property of AMCHAM, and may require a receipt therefor.
The secretary shall be the liaison officer to work with the executive director in keeping a complete record of the minutes of the meetings of AMCHAM and of the board and shall countersign his name to all minutes so recorded.
32. Executive Director
An executive director may be appointed by the president, with the approval of the Board, to execute the general affairs of AMCHAM in accord with the objectives, rules, and policies of AMCHAM, and to perform such tasks and duties as may be determined by the Board. The executive director is entitled to attend, without a vote, meetings of the Board and of all committees of AMCHAM, except the meetings of the Nominating Committee.
The executive director shall have charge of the management of AMCHAM property, and shall supervise and direct AMCHAM staff and shall provide such clerical assistance to officers and committees as may be required for AMCHAM projects.
The executive director shall provide direction and assistance for projects and activities of AMCHAM and its committees as approved and authorized by the Board.
The executive director shall, in cooperation with the elected treasurer, be responsible for keeping AMCHAM accounts and financial records, attend to the collection of all fees, dues, and additional dues, and provide proper accounting and disbursement of AMCHAM funds. The executive director shall be responsible for retaining the minutes and records of meetings of AMCHAM, the Board, and the Standing Committees and Special Committees.
Chapter VII: Meetings and Duties of the Board
33. Meetings of the Board
The Board shall convene a meeting at least once a month. Governors who are unable to be present thereat shall give notice to the secretary stating the reason for their absence. If a governor is absent from three consecutive meetings or from one-half of the meetings held within any 12-month period without good cause, as determined by the president, such governor shall be deemed removed from office. The vacancy may be filled in accordance with the provision of Article 26(b).
Members of the Board shall attend all General Meetings, Extraordinary Meetings and Ordinary Meetings whenever possible.
A quorum of a meeting of the Board shall consist of not less than eight governors. If the number of persons present at the meeting does not constitute a quorum, the meeting shall be adjourned. The president may call the following meeting of the Board within 14 days of the adjourned meeting. A quorum is not required for the postponed meeting.
In the event of a tied vote, the president shall be entitled to another vote.
The Board shall have the power to regulate the affairs of AMCHAM and to approve appointment of an executive director and such other employees as it deems fit for the proper conduct of its activities. It shall determine the salaries, remuneration, and incentives of all persons employed by AMCHAM.
The Board shall ensure that accounts of AMCHAM are prepared and maintained showing the sums of money received and expended, with reasonable details for the same, as well as the assets and liabilities of AMCHAM. AMCHAM’s accounts must be audited for each fiscal year. The audited balance sheet of AMCHAM must be certified by an auditor or auditors.
35. Annual Report
The Board shall consider for approval at the end of each fiscal year committee reports on the activities of AMCHAM and the audited financial reports. 36. Assistance to Auditor The auditor is entitled to make inquiries with any member of the Board and all officers of AMCHAM who are involved with such accounts and documents and the executive director. The Board and officers and the executive director shall assist and facilitate such audit inspection. AMCHAM’s auditor shall have access to all books, accounts and financial documents of AMCHAM.
Chapter VIII: Committees
37. Meetings Each Standing Committee shall meet at the call of its chairperson.
38. Committee Chairs
Standing Committee chairpersons shall be appointed by the president from among representatives of Ordinary Members, with the approval of the Board, each January to serve on an annual basis.
The Standing Committees shall within terms of reference from time to time approved by the Board (i) conduct programs of interest to committee members, (ii) consider and report on relevant subjects and matters, and (iii) recommended to the Board for its approval positions to be taken by AMCHAM on issues of concern to AMCHAM and its members.
40. Special Committees
Special Committees may be appointed by the president, with the approval of the Board, at any time the occasion demands. Unless otherwise specified, a Special Committee shall be discharged upon the completion of its duties.
Chapter IX: Member’s Meetings
41. Ordinary Meetings
AMCHAM shall hold an Ordinary Meeting once each month at which activities relating to the general affairs of AMCHAM shall be carried out, save for activities that must be transacted by General Meetings or Extraordinary Meetings, unless for some good and sufficient reason the president may cancel such Ordinary Meeting. A General Meeting or an Extraordinary Meeting may be held in place of an Ordinary Meeting in any month.
42. General Meetings
(a) AMCHAM shall hold two General Meetings annually, one in March and the other in accordance with Article 23(a). The General Meeting in March shall be convened for the purpose of reviewing the Annual Report of the president and approving the audited Balance Sheet and Statement of Income and Expenditures in respect of the preceding calendar year, appointing an auditor for the current calendar year, and for any other business of AMCHAM. The General Meeting held in accordance with Article 23(a) shall be for the purpose of electing governors to fill vacancies occurring by the expiration of governors’ terms of office in that year, and for any other business. Any business not specified in the agenda of the meeting may not be transacted thereat.
(b) The executive director shall send notice of General Meetings to each member at least ten days prior to its date, together with the agenda containing due notice of any business to be transacted thereat.
43. Extraordinary Meetings
Extraordinary Meetings may be held at such times and places as the president may designate or upon a request signed by at least ten percent of Ordinary Members, provided at least ten days prior notice of the time, place, and agenda of the meeting has been sent to each member. Any business not specified in the agenda of the meeting may not be transacted thereat.
44. Fiscal Year
AMCHAM fiscal year shall begin on the first day of January and shall end on the thirty-first day of December.
45. Quorum and Voting
(a) Ten percent of the Ordinary Members of AMCHAM shall constitute a quorum at all meetings of AMCHAM. AMCHAM business shall be decided by a majority of the Ordinary Members represented at the Meeting. The presiding officer shall have the deciding vote in the event of a tie.
(b) In case a quorum is not present after one hour from the scheduled time of the commencement of a General Meeting or an Extraordinary Meeting, the meeting shall be dissolved if called by requisition of Ordinary Members, otherwise the meeting shall be adjourned to date at least 15 days but not more than 30 days following the date thereof and at least ten days prior notice of such adjourned meeting shall be given to Ordinary Members specifying the time, date and place of the adjourned meeting. In case a quorum is not formed at such adjourned meeting, the Ordinary Members present thereat shall constitute the quorum for a meeting.
46. Presiding Officer
All meetings shall be presided over by the president or, in the president's absence, by a vice-president designated by the president or, failing such designation, by a person appointed by the Board.
47. No Withdrawing from Meeting
A representative of an Ordinary Member shall not withdraw from meetings prior to adjournment or dissolution, except with the permission of the presiding officer.
Chapter X: Amendments and Dissolution
48. Amendments and Modifications
Any proposed amendments or modifications to these Articles of Association shall be submitted by the Board or by at least ten percent of Ordinary Members, and may be adopted by resolution at a General Meeting or an Extraordinary Meeting, provided at least ten days notice of the proposed amendments has been sent to each member with the call for the meeting.
49. Dissolution of AMCHAM
If, upon the dissolution of AMCHAM for any reason whatsoever, there shall remain, after the satisfaction of all its debts and liabilities, any property, the same shall be transferred to such other juristic persons with objects connected with public charity existing in Thailand as may be resolved by a meeting of AMCHAM members.
Chapter XI: Associates
50. Associates of the American Chamber of Commerce in Thailand
Individuals or firms that are not eligible for Ordinary Membership or Affiliated Membership may apply to become an “Associate of AMCHAM”. An Associate applicant shall submit an application in the form prescribed to the executive director. Each such application shall be presented by the executive director at the next Board meeting subsequent to its receipt. Approval of an application shall require the affirmative vote of a majority of the governors then present. An Associate is not a member of AMCHAM. Upon approval of the application, the Associate shall pay AMCHAM an associate fee in the amount determined by the Board. Every year thereafter, the Associate shall pay AMCHAM an annual fee in the amount and on the date to be determined by the Board. An Associate may terminate affiliation with AMCHAM by notice in writing or by failure to pay the annual fee. The Board, by a majority vote of governors then present, may terminate the affiliation of an Associate at any time without stating the reason therefore.