As your President, I would strongly advise you to attend the meeting as this is the first legal step in revitalising the Club. At the meeting, I will present to members the steps the Club is taking to secure its long term future.
Please email president@chiangmaiexpatsclub.com with any questions or comments before the
meeting.
Printed copies of the Constitution will be available at the meeting.
The revised Constitution is presented below for you to consider and question before the meeting:
Constitution of the Chiang Mai Expats Club
______________________________________
PREAMBLE
Pursuant to Article VIII of the existing Constitution of the Chiang
Mai
Expats Club (CEC), dated 24 May 2025, we the Members of the CEC, hereby adopt this amended Constitution to replace and supersede the existing Constitution, adopted on 28 January 2022.
I. NAME & PURPOSE of the CLUB
A. The club is called the “Chiang Mai Expats Club,” or “CEC.” Its purpose shall be to serve and help expats expand friendships and
improve their quality of life by exchanging advice and information. CEC operates with the theme of “Expats
Helping Expats” to reside safely and legally in Thailand and to adapt to and understand the local customs and traditions.
B. CEC is operated as a not-for-profit social club, with the club owned by a partnership made up of the current Board of Directors and held in trust by them for the benefit of those persons who now, or in the future, may be admitted to CEC membership.
C. The assets of CEC include but are not limited to the following.
1. The membership databases.
2. Email
lists.
3. Websites.
4. Social media accounts.
5. Bank accounts.
6. Cash collected from CEC activities.
7. All equipment used to conduct meetings.
8. The name Chiang Mai Expats Club, CEC and variants are the exclusive property of the CEC, as originally established in 2005.
D. Should the current Board of Directors not be willing to form the necessary partnership the Board of Directors shall call an emergency general meeting not to be called after the fourth Saturday of the
next month giving a minimum of 14 days notice to
the membership or at the next regularly scheduled general meeting whichever occurs first.
E. At that point, the membership shall hold emergency elections to elect a Board of Directors willing to form the partnership. Failure of the membership to select a Board of Directors willing to form the partnership then the Board of Directors shall proceed immediately to liquidate the assets and dissolve the club and shall be exempt from Article VI of
this constitution.
II. MEMBERSHIP
A. Membership in CEC is open to all who wish to further the objectives of CEC, and shall not be discriminated against on the
basis of race, sex (including sexual orientation) and gender identity, pregnancy, religion, national origin, disability (physical or mental, including status), age, military service or affiliation, bankruptcy or bad debts, genetic information, or citizenship status. Membership may entail a
one-time
joining fee, plus other fees for admission to events, as set by the Board of Directors to offset costs and any other reasonable fees set by the Board of Directors from time to time. Every Member shall respect the laws of Thailand and act honorably toward other CEC Members or they may be suspended and or expelled from the club by the Board of Directors, as described in the Bylaws.
III. MANAGEMENT
A. CEC is under the control of its members who delegate management of
CEC and its property and other assets to a Board of Directors who have been elected, appointed, or removed as provided for in the Bylaws. The Board of Directors determines the policies and manages the affairs of CEC, and the Board of Directors can establish
Bylaws and take appropriate action to ensure their observance.
B. Members are eligible to become Directors provided they have been Members of the CEC for six (6) months prior to the Annual General Meeting; however, the Board of
Directors, at its discretion, may shorten or waive this membership time requirement with respect to any appointments the Board may make to reach either the desired minimum of 7 Board members or a maximum of 11 Board members.
C. No Director may return to the Board within three years of being voted off the Board, by the other Board members.
D. To ensure convenient and efficient management, it is desired that there shall be between 7 and 11 members of the Board of
Directors; however, in
the event that less than 7 Directors remain in office (due to death, illness, removal, or resignation) or less than 7 Members are validly nominated to any new Board of Directors, the
remaining Members of the Board (old or new) shall constitute a valid Board of Directors and shall have all the powers of a Board of Directors. Further, such old or new Board shall attempt in a prompt manner to appoint enough new Board Members to reach the minimum desired level of 7 Directors but, pending any such
appointment(s), the remaining Members of the Board shall have full powers to act on behalf of the CEC.
E. The Board shall have the ability to establish permanent and ad-hoc teams to manage matters such as management of all meetings, social events, planning of holiday parties, special outings, publicity & marketing, charity projects, etc. These teams will work under the direction of the Board and be responsible to an appointed Board member.
F. The Board of Directors shall hold a formal
meeting at least six times annually, with one week’s notice being given to the Board members of the meeting. A quorum of the Board, as defined in the Bylaws, must be present for a Board meeting to proceed. In case of a tie vote on a specific agenda item, the President shall have the casting
vote which will always be in favour of the status quo.
IV. MEETINGS & ACTIVITIES
A. Since CEC is a social club, reasonable effort will be made to have speakers or programs
of general interest at each general meeting. In addition, other events may be scheduled on a regular or irregular basis for the entire membership. These meetings are open to both members and guests.
B. The Annual General Meeting (AGM) will be held in January in addition or in lieu of the regular meeting for January. The primary purpose of the AGM is the election of members of the Board of Directors (if such
election is necessary pursuant to the Bylaws) and review of the activities of the
Board for the past year including an overview of the current membership and financial records.
V. SOLVENCY
If at any time the Board is at risk of operating while insolvent, the Board of
Directors must promptly notify the Members and to call an Extraordinary
General Meeting of Members as soon as practicable (within 30 days) to
address the situation.
VI. DISSOLUTION
If circumstances indicate that dissolution of CEC is
necessary, such dissolution will take place after a majority two-thirds of Members present at a General Meeting, vote in favour of such dissolution. The Board of
Directors shall liquidate the assets of CEC and donate the proceeds to local organizations that serve both Thai and foreign residents in need, all as directed by a vote of the Members at such General Meeting. After all legal obligations are settled including all costs necessary to dissolve the partnership, pay any obligations
including taxes or fees owed, they are to
donate the excess proceeds to local organizations that serve both Thai and
foreign residents in need, all as directed by a vote of the Board of Directors or such a committee appointed by the Board of Directors for this purpose.
VII. AMENDMENT OF THE CONSTITUTION
The Constitution of CEC may be amended by a two-thirds majority of the Members present at an Annual General Meeting convened in accordance with procedures
established in the Bylaws. The Board is the final arbiter of the meaning of the Constitution of CEC.
