CHAPTER 6 BOARD OF DIRECTORS NUMBER AND ELECTION PROCEDURE
17. Constitution and Election of the Board of Directors:
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 at least seven (7) persons and not more than thirteen (13) persons elected at the Annual General Meeting from Ordinary Members. In case of Ordinary Members who are juristic persons, any designated representative may stand for election provided that there is only one candidate from each such Ordinary Member.
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. Provided that the method of notification to the Members shall be determined by the Board of Directors, or the provision of Clause 29 may be applied to such notification, mutatis mutandis.
The nomination form shall be available from the Secretary-General or can be downloaded from the Trade Association’s website.
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. Provided that the method of notification to the Members shall be determined by the Board of Directors, or the provision of Clause 29 may be applied to such notification, mutatis mutandis.
If there are less than seven (7) 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.
In the event the number of qualified candidates is less than or equal to thirteen (13) persons, the meeting may appoint all qualified candidates as directors without holding an election.
If there are more than thirteen (13) 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 thirteen (13) 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 and other posts as considered appropriate by the Board. The President shall be a person with the right of permanent residence in Hong Kong.
The Trade Association’s Directors shall retain their office for a term of two (2) years. Such term shall start on the day after the election by the General Meeting and end on the day of the Annual General Meeting in the next two (2) calendar years.
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.
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 Clause 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.
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.
In the case where a representative of a juristic person Member under Clause 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 subject to the provision of Clause 19.
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 in which event the provision of Clause 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.
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.
If there is insufficient quorum, the meeting shall be adjourned and the President shall call for a new meeting to take place within fourteen (14) days of the adjourned meeting.
In case there is insufficient quorum again at the meeting called within fourteen (14) days of the adjourned meeting, any two (2) directors including at least one director who is an office holder shall jointly call for an Extraordinary General Meeting to transact the business of the Trade Association.
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.
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.
23. Preparation, Convening and Minutes of Board of Directors Meetings:
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. In the event the President is absent or is unable to discharge his/her duties for over two (2) months, the Board shall convene a Board of Directors meeting within thirty (30) days of the expiry of the two (2) month period to elect 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.
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 days as from the date of election. The retiring Board of Directors shall hand over work to the new Board of Directors within thirty 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.
25. The Board of Directors Power and Duties:
The Board of Directors is vested with the following authority and responsibility:
(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.
26. Power and Duties of Office Holders and Executive Officer:
Directors who are office holders are conferred with the following authority:
(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) An Executive Officer may be appointed by the Board of Directors and employed by the Trade Association to execute the general affairs of the Trade Association in accordance with the objectives set out in these Bylaws and to perform such functions and duties as may be determined by the Board of Directors. The Executive Officer shall attend, without vote, the meetings of the Board of Directors.
