Invitation Letter to Extraordinary General Meeting

The Chamber received a request to organize an Extraordinary General Meeting from over one fifth of the ordinary members, as required by the Art. 5.3 of the ByLaws.

ByLaws Amendments.
Ratification of the Board of Directors' Activity for the period March 23, 2006 - October 18, 2006.
Call for the Annual General Meeting for the election of the new Board of Directors.

These are specific requirements from the Ministry of Commerce, Department of Business Development, which the TICC has been required to comply with.

The Extraordinary General Meeting will take place at the Sheraton Grande Sukhumvit Hotel, the Cove Room, on February 9, 2007 starting at 18.30

1. BYLAW AMENDMENTS:

Article 5.4

A quorum for all meetings of the Chamber shall consist of not less than one-fifth of the Ordinary Members present in person or by proxy. If after a period of thirty (30) minutes subsequent to the scheduled time for a meeting there is no quorum present, the meeting shall be postponed for seven (7) days, and if held at the same hour and place, further notification of the members shall not be required. A quorum shall be deemed to exist at the subsequent meeting irrespective of the number of members present.

An Ordinary Member may issue a proxy to another Ordinary Member to attend the meeting and vote on his behalf, but no person may hold more than one proxy from a member. The grantee who attends the meeting must show written authority and copy of identity card or passport of grantor or juristic person certificate of grantor before participating in the meeting.

Concerning the authorization to vote for the election of Directors or the Board of Directors, an Ordinary Member may only hold a proxy for one other Ordinary Member. Such grantee must show a copy of identity card, passport of grantor or juristic person certificate of grantor and written authority indicating that the grantee can vote on behalf of the grantor.

Only Ordinary Members may vote, and shall cast only one vote each. Voting at General Meetings shall be conducted openly by raising of hands unless the Chairman or not less than one quarter of members present requests a vote by secret ballot.

Only Ordinary Members may vote, and shall cast only one vote each. Voting at General Meetings shall be conducted openly by raising hands, except for (i) a vote to elect individual Directors or the entire Board of Directors or (ii) a vote for other matters for which the Chairman or not less than one quarter of members present requests a vote by secret ballot.

The Affairs of the Chamber shall be administered by a Board of Directors elected annually from among Ordinary Members at the Annual General Meeting. There shall be not less than ten, nor more than fifteen Board Members on such Committee. A Board of Directors member shall not be personally liable for any acts or omissions excepting those involving fraud or willful wrongdoing.

The Board of Directors elected from Ordinary Members in the Annual General Meeting shall retain office for two years and administer the affairs of the Chamber. There shall be not less than ten, nor more than fifteen Board Members on such Committee. A Board of Directors member shall not be personally liable for any acts or omissions excepting those involving fraud or willful wrongdoing.

After the expiration of members of the Board of Directors’ term of office, the election for new members of the Board of Directors shall be conducted at the Annual General Meeting. It is the obligation of the existing/exiting Board of Directors to call for the Annual General Meeting and organize the election of the new Board of Directors to replace the exiting one.

The existing Board of Directors are to appoint a sub-committee according to article 6.12 g) in order to organize the Board of Directors election. The sub-committee are to carry out the following functions:

Request members to submit nominations of persons to be considered for positions of Directors of the Chamber vacant after February. Nominations made at the actual meeting on the meeting date will be prohibited
Notify, in writing, the nominated members about the nomination and request that such nominated members accept or decline in writing to be candidates for the Board of Directors. If a nominated member does not reply in writing to the notification within the specified period, it shall be considered that this person gives up his right to be a candidate for the Board of Directors election.
Compile the list of candidates for election and inform members entitled to vote of the list of candidates, the date and time and the venue of election
Prepare a ballot box, staff and venue for election
Control the election process, count the ballots and report the results of the election as well as the list of those persons elected as Directors of the Chamber

After the list of elected persons is reported, the functions of this sub-committee shall terminate.

The methodology of election shall be a vote by secret ballot. The candidates who receive the highest votes in succession shall be the members of the Board of Directors. If there are candidates with equal votes, the meeting shall vote again, and if it appears that the votes are equal then lots shall be drawn.

Ordinary Members who are candidates for election as Committee Members must deliver their written consent if not personally present at the Annual General Meeting. All candidates must be proposed and seconded. The candidates who receive the highest votes in succession shall be the members of the Board of Directors, if there are candidates with equal votes, the meeting shall vote again, and if it appears that the votes are equal then lots shall be drawn.

If Ordinary Members who are candidates for election as Committee Members cannot personally be present at the Annual General Meeting, they must submit their written consent to the sub-committee of election in order to have the right to be elected as a Director.

Any vacancy among the members of the Board of Directors occurring otherwise than by retirement at the expiration of their annual term of office may be filled by the Board of Directors from among the ordinary members of the Chamber. Any person so appointed shall retain office only during such time as the Board Member whom he replaces would have been entitled to retain the same.

In case any vacancies among the members of the Board of Directors occur otherwise than by retirement at the expiration of their annual term of office, causing the rest of the Board of Directors to be unable to perform its duty, the rest of the Board of Directors shall be entitled to call for the Annual General Meeting or Extraordinary General Meeting and organize the election to fill such vacant positions. Any person newly elected shall retain office only for such time as the Board Member whom he replaces would have been entitled to retain the same.

All the amendments have been reviewed and approved by the Ministry of Commerce Department of Business Development; all the amendments will be voted for approval together, for that reason all the participants to the Extraordinary General Meeting will be asked to express their vote for all the amendments together and not for every single one.

In order to proceed to new elections and to validate what has been done over the past year it is recommended by the ministry of Commerce to ratify the activities approved and organized by the 2006 Board of Directors.

As a matter of fact the 2006 Board of Directors election has been declared not valid, with official notification received on October 18 2006 from the Department of Business Development of the Ministry of Commerce, because the article 6.6 (Casual Vacancies on the Board of Directors) of our BYLAW does not comply with the Thai Chamber of Commerce Act. Ever since the TICC has been advised by the Department of Business Development of the Ministry of Commerce to revise the TICC BYLAW and proposed some urgent amendments in order to assure the respect of the THAI law.

Since October, according to the Thai Chamber of Commerce Act, the 2005 elected Board of Directors has been in charge of the ordinary administration. Only five (5) members of the 2005 elected Board of Directors were eligible for the task, in the person of Mr. Yongyudh Teeravithayapinyo, Mr. Chayaporn Phornprapha (Vice President), Mr. Chakrit Benedetti (Honorary Treasurer), Mr. Pichai Chirathiwat (Director), Mr. Nino Jotikasthira (Director), as ten (10) out of fifteen (15) directors resigned or were declared ineligible during 2005.