January 9, 2026
To the members of the CEC,
On January 24, 2026, at the Annual General Meeting, members will be asked to vote on a motion to amend the CEC Constitution, offered by the Board of Directors. The meeting is open to members and non-members, however only members in good standing are eligible to participate in the discussion and to vote.
There are 5 parts to the motion, as described below:
Part 1 will delete clause 1.2 and replace it with a new clause 1.2. The purpose is to address two issues, the first being to correct the language as it refers to trusts. The word “trust” has been deleted as trusts are not recognized under Thai Law. In addition, the new clause 1.2 gives the board the power to determine the number of board members, which is not currently
clearly specified.
Part 2 is to correct changes that were made last year, which were not publicized, explained or discussed at the meeting where the Constitutional changes were voted on. The changes to clauses 1.4 and 1.5 nullified clause 6, effectively taking away the power of the members to decide whether or not to dissolve the club, and gave it instead to the Board of Directors. The motion before the members deletes those two clauses,
restoring the right of the members to determine the dissolution of the club.
Part 3 is strictly procedural and refers to clause 4.2. The proposed change is to insert the word “club” in reference to our regular bi-monthly meetings. In standard practice there are two types of meetings for an organization such as ours, General Meetings and club meetings. General Meetings are meetings for the membership to handle the business affairs of the
organization. Club meetings are for the purpose of information sharing, education, or socializing.
Part 4 proposes to add clause 4.3 allowing for additional General Meetings if needed, for which the legal term is Extraordinary General Meeting. This is common practice in most Constitutions. It also specifies the requirements for notifying members of the date and purpose of such meeting.
Part 5 applies to clause 7,
which deals with voting on changes to the Constitution. It provides for this clause to apply to any General Meeting, whether if be Extraordinary or Annual. It also specifies that the 2/3 majority required to pass a change to the Constitution applies only the those actually casting a vote at the meeting, not to the number of members attending the meeting. This changes are merely for clarification.
Below you will find details of each Part, with the current
clause on top and the proposed change immediately below. Anything being deleted/changed is shown in red. Proposed additions/changes are shown in green.
