ARTICLES OF ASSOCIATION

OF

SCANDINAVIAN SOCIETY SIAM ASSOCIATION

Approved amendment date: 12 October 2016
Registration No. Jor 5194

Signed
Ms. Pranee Siritamkool
Registrar

CHAPTER 1

General Provision

Article 1

The Association is called in Thai “สแกนดิเนเวียน โซไซตี้ สยาม”, in Swedish “Skandinavisk Samfund Siam”, using the initials in English “SSS.”

Article 2

The mark of the Association is Erawan (the three-headed elephant) placed in the middle of two overlapping circles, with the letters “SKANDINAVISK SAMFUND SIAM” written around the circle.

Article 3

The Association’s office is located at:
No. 253 Level 17, Suite 1701
253 Asoke Building
Sukhumvit 21 (Asoke) Road
Kwaeng Klongtoey Nua, Khet Wattana
Bangkok 10110, Thailand.

Article 4

The objectives of the Association are:

To act as a union between Scandinavians living in Thailand
To organise social activities
To organise sports and leisure activities for interested members
To publish a Scandinavian bulletin and operate a website
To give advice and guidance to Scandinavians living in Thailand

CHAPTER 2

Membership

Article 5 – Membership Categories

Membership is divided into three categories.

5.1 Ordinary members

Any Scandinavian living in Thailand
Any Scandinavian who has lived in Thailand and moved elsewhere
Any Thai who has studied in a Scandinavian country

5.2 Associated members

Any person admitted by unanimous vote of the Board

5.3 Honorary members

Any person who has made a special contribution to the development or maintenance of the Association.

Honorary membership must be accepted by the Annual General Meeting.

Article 6 – Qualifications for membership

Members must:

Be sui juris (legally competent)
Be of good character
Not be declared bankrupt, incompetent, or convicted of imprisonment (except minor or negligent offences).

Article 7 – Membership Fees

7.1 Introduction fee

No introduction fee for any category.

7.2 Membership fee

Ordinary member: 1,000 THB per year
Associated member: determined annually by AGM
Honorary member: no fee

Article 8 – Admission

Applications must be submitted to the Board using the official application form and must be approved by the Board before membership becomes effective.

Article 9

After approval, the new member must pay the membership fee within the month of acceptance.

Article 10 – Termination of Membership

Membership may end due to:

Death
Resignation
Failure to pay membership fees
Loss of qualifications
Exclusion by Board decision approved by two-thirds vote at the General Meeting
Conduct damaging the Association’s reputation
Bankruptcy
Dissolution of the Association.

Article 11 – Rights and Duties

Members have the right to:

Express opinions on operations
Attend meetings
Vote and be elected to the Board (ordinary members)
Inspect documents and assets

Members must:

Follow the Articles of Association
Support activities
Protect the reputation of the Association
Be liable for debts only up to their membership subscription.

CHAPTER 3

Operation of the Association

Article 12

The Association is managed by a Board of Directors, elected at the Annual General Meeting.

Structure:

Minimum 4 directors
Maximum 7 directors
Up to 4 substitutes

Term: 3 years

Board roles include: Chairman, Vice-Chairman, Secretary, Treasurer, and other positions as needed.

Article 13

If a board member leaves, a substitute replaces them. If the Chairman leaves, the Vice-Chairman takes over and a new Vice-Chairman is elected by the Board.

Article 14 – Retirement from Board

Occurs due to:

Death
Resignation
Resolution of the General Meeting.

Article 15

Board members resign by written notice to the Board.

Article 16

Board decisions are made by simple majority. If tied, the Chairman’s vote decides.

Article 17

Board meeting quorum: minimum 2 directors.

CHAPTER 4

General Meeting

Article 18

Two types:

Annual General Meeting (AGM)
Extraordinary General Meeting (EGM).

Article 19

AGM must be held within two months after the financial year ends. Meeting notices must be sent at least 10 days in advance.

Article 20 – AGM Agenda

Must include:

Approval of previous AGM minutes
Approval of activities report
Approval of financial statements
Election of Chairman and Board
Election of auditor
Discussion of changes to Articles
Proposals for next year
Other matters.

Article 21 – Quorum

At least ¼ of members present. If not achieved, a second meeting can be held within 14 days, where quorum is not required.

Article 22

Minutes must be recorded and signed by the Chairman.

Article 23

Extraordinary meetings can be requested by:

The Board
At least 25 members in writing.

CHAPTER 5

Financial and Property

Article 24

Financial assets are controlled by the Board. Cheques must be signed by: Chairman + Treasurer, or Chairman/Treasurer + another director.

Article 25

Financial year: 1 April – 31 March.

Article 26

Accounts must be audited and presented to members before the AGM.

Article 27

Transfer of assets requires two-thirds vote at a General Meeting.

Article 28 – Payment Authority

Chairman or Treasurer may approve:

Up to 50,000 THB per payment
Maximum 100,000 THB per month

Board approval required up to 400,000 THB. Higher amounts require General Meeting approval.

Article 29

Treasurer may hold cash up to 50,000 THB and must prepare monthly financial statements.

CHAPTER 6

Changes and Dissolution

Article 30

Articles can only be changed by General Meeting resolution.

Article 31

Dissolution requires:

Meeting with at least half of ordinary members present
Two-thirds vote in favour.

Article 32

After dissolution, remaining assets must go to a charitable association, foundation, or juristic person decided by the General Meeting.

CHAPTER 7

Transitional Provisions

Article 33

The Association cannot distribute profits to individuals.

Article 34

The Articles come into force on the date the Association is registered as a legal entity.

Article 35

After registration, all promoters become ordinary members, and the Board term begins immediately.