Association by Laws

The Trade Association was established in accordance with the Trade Association Act B.E. 2509 (1966) and is under the supervision of the Central Registrar of Trade Associations.

Article 1: General

Item 1. Name of the Trade Association: The name of this trade association is the “สมาคมไทยบริการท่องเที่ยว” or in the English language “Thai Travel Agents Association” hereby referred to as the “Association” and in these regulations is the “Thai Travel Agents Association”.

Item 2. Office of the Association: The address of this association is 128/45 5th Floor, Unit G, Phayathai Plaza, Phayathai Road, Khwaeng Phayathai, Khet Ratchathewi, Bangkok 10400.

Item 3. Logo of the Association: The logo of this association is as follows:

Article 2: Objectives

Item 4. Objectives of the Association: The Association has the following objectives:
1.Promote the business operations of travel and tourism through the sales of air tickets, car rentals, train tickets, or tourism, both domestic and international.
2.Support and assist members, resolve various obstacles, as well as conduct discussions to make agreements with external parties, follow up the movement of tourism markets, both domestic and international so to be a benefit in conducting business.
3.Coordinate the unity and exchanges of knowledge and opinions mutually in academic matters, news, trade, research relating to marketing as well as trainings to increase the knowledge of personnel.
4.Request for statistics or documentation or request for statements of understanding from members relating to their air ticket and tourism business operations.
5.Cooperate with the government in the tourism promotion to be of a good standard in line with the government’s policy.
6.Conduct agreements or initiate regulations for members to abide by or refrain from conducting, so that members’ business operations can be undertaken without any difficulty.
7.Promote health education, sports, and organise entertainment activities.
8.Compromise disputes between members or between members and external parties in business operations.
9.Provide welfare assistance to members to the extent that it does not violate Article 22 of the Trade Association Act B.E. 2509 (1966).
10.Do not conduct any official trade or political affairs.

Article 3: Members and Membership

Item 5. Categories of Members: The members of the Association can be divided into 4 categories: Ordinary, Extraordinary, Provincial, and Honorary.

Item 6. Categories of Members:
1.Ordinary: Juristic entities that conduct tourism or air ticket sales businesses and have been registered in accordance with the law.
2.Extraordinary: Individuals or juristic entities that conduct aviation, hotel, restaurant, or trade businesses or tourism-related organisations.
3.Provincial: Persons who have attributes in accordance with Items 6.1 and 6.2, but have a domicile in the responsible province of the Thai Travel Agents Association Provincial Office.
4.Honorary: Individuals that have the attributes or are a juristic entity that has the assistance of the Association in which the Association’s Board of Directors has a resolution to allow to be an honorary member.

Item 7. Persons who want to be members must have the following qualifications:

1. Individual
(1) Be a person of legal age.
(2) Not be bankrupt or incompetent.
(3) Have never received a maximum prison sentence, but possibly a light punishment, or a crime in which there is a light punishment, or a crime that was committed by negligence.
(4) Does not have a socially unacceptable disease.
(5) Has solid evidence.
(6) Has good behaviour.

2. Juristic entity
(1) Is a Thai national with the exception of extraordinary members.
(2) Has registered capital of no less than 1 million Baht in accordance with Item 7.1 that states the qualifications of the representative(s) of the juristic entity.

Item 8: Applying to be a Member: Persons who intend applying to be a member of the Association must submit an application to the Honorary Secretary General of the Association in accordance with the printed application form that the Association has specified. There must be at least 2 ordinary members who act as nominees. The ordinary members must submit at least 3 names of the executive of that juristic entity, as representatives in order for them to vote resolutions in the general meeting, vote in the election, or apply to be elected. These aforementioned rights cannot be bestowed when there is a change in the representative of that juristic entity. Members must inform about any changes in writing to the Association no less than 30 days in advance before the voting of the resolutions in the general meeting, vote in the election, or apply to be elected.

Item 9. Application Fee to be a Member of the Association: Have the Honorary Secretary General propose at the meeting of the Board of Directors in order to approve when the Board has a resolution to accept the member, so that the Honorary Secretary General can inform the applicant accordingly.

Item 10. Membership: Membership is effective from the date that the applicant has paid the registration fee and annual membership fee.

Item 11. Termination of Membership: Membership will be terminated under the following situations:
1. Death or total inability to function of the juristic entity.
2. Lacks the qualifications in accordance with Items 6.1 or 6.2 depending on the situation.
3. Resignation by submitting a letter of resignation in writing to the Board of Directors of the Association.
4. Lacks the qualifications in accordance with Item 7.
5. The Board of Directors of the Association has a majority vote for the deletion of the member’s name from the registrar because of the following situations:
(1) Intends to cause damage and disrepute to the Association.
(2) Violates the Association’s regulations.
(3) Does not pay the annual membership fee for more than 3 months.

Item 12. Registering as a Member: Have the Association’s registrar arrange and maintain the members’ registration at the Association’s Head Office in accordance with the stipulation of Article 26 of the Trade Association Act B.E. 2509 (1966).

Article 4: Application Fee and Membership Fee

Item 13. The application fee and membership fee:
1. Ordinary members must pay an initial application fee of 2,000 Baht and annual membership fee of 4,000 Baht.
2. Extraordinary members must pay an initial application fee of 2,000 Baht and annual membership fee of 4,000 Baht.
3. Provincial members must pay an initial application fee of 1,000 Baht and annual membership fee of 2,000 Baht.
4. Honorary members do not have to pay any application fee or annual membership fee.

Article 5: Rights and Duties of Members

Item 14. Rights of Members
1. Participate in the ordinary and extraordinary members general meeting to provide their opinions of various unclear issues to the Board of Directors.
2. Receive assistance and welfare in issues relating to their business operations in accordance with the objectives of the Association.
3. Propose opinions or offer recommendations to the Board of Directors of the Association relating to issues in accordance with the objectives of the Association in order to generate the prosperity of the Association.
4. Request to investigate the business operations and assets of the Association by submitting a letter in writing to the Honorary Secretary General of the Association.
5. Utilise the seal of the Association.
6. Ordinary members only have the right to be elected as a member of the Board of Directors, vote, and vote in the general meeting in which ordinary members must not be in arrears with the annual membership fee.
7. Ordinary members who have the right to be elected as a member of the Board of Directors, vote, and vote in the general meeting must have been an ordinary member for no less than 90 days before the election day.

Item 15. Duties of members
1. Must strictly abide by the regulations, rules, and resolutions of the Board of Directors’ meeting and general meeting.
2. Uphold the honour and common interests of the Association.
3. Promote, support and participate in the business operations of the Association.
4. Pay the annual membership fee to the Association on time.
5. Any member that changes his/her status; e.g., changes his/her name, address, contact telephone number, etc. must inform the Honorary Secretary General of the Association in writing within 30 days that the change is effective.
Article 6: Board of Directors

Item 16. Establish a Board of Directors to be the executive and representative of the Association in the business operations relating to external parties. This comprises ordinary members who have been elected in the Annual General Meeting to take up the position of President, Vice President, Honorary Secretary General, Honorary Treasurer, Registrar, Public Relations Officer, and Liaison Officer with 1 person per position with the exception of the Vice President in which there are 7 persons. The person who is elected as the President of the Association appoints no more than 15 ordinary members to be members of the Board of Directors to take up the various positions. The President of the Thai Travel Agents Association Provincial Offices is the ex officio Board. The person holding the position of President must be a Thai national.

Item 17. The election of the Board of Directors will be conducted by having the ordinary members proposing the names of ordinary members who intend to be elected as the Board of Directors at the meeting. These persons must be endorsed at least by 10 members. At the Annual General Meeting, after the voting, an announcement will be made informing which group has the highest number of votes to take up the position as the Board of Directors. If the groups have an equal highest number of votes, then a new resolution will be made at the Annual General Meeting. If it appears that there is an equal number of votes again, then lots will be drawn.

Item 18. The Board of Directors will have a term for a period of 2 years. The Board of Directors that exceeds the aforesaid period has the right to be elected as the new Board with the exception of the President of the Association who can hold the position for no more than 2 consecutive terms.

Item 19. Exceeding the period as the Board of Directors: The Board of Directors of the Association that is likely to exceed its term can do so under the following situations:
1. Exceeds the period of its term.
2. Resigns by submitting a letter of resignation in writing to the Board of Directors.
3. Exceeds being a representative of the ordinary members in which it is a juristic entity.
4. Termination of membership.
5. At the Annual General Meeting, a resolution is passed to relieve the person from being a Board member.
6. When the Minister of Commerce issues an order in accordance with Article 33 of the Trade Association Act B.E. 2509 (1966).
7. Lacks the necessary qualifications in accordance with Item 7.1.

Item 20. In the case that the committee member exceeds the period of time before the completion of the Board of Directors’ term, the President of the Association can select one ordinary member to take up the vacant position; however, that person will only hold the position for the specified period of the person being replaced. In the case that the committee member exceeds the period of time of the position before the completion of the whole Board of Directors’ term, then the original Board of Directors will act on a temporary basis till a new Board is elected.

Item 21. Quorum in the Board of Directors’ Meeting: With the exception of the committee member who is the President of the Thai Travel Agents Association Provincial Office, there must be no less than half the total number of committee members attending the meeting.

Item 22. Resolutions of the Board of Directors’ Meeting: Apart from what is stated in the regulations in which it is assumed to be a majority vote to be a resolution of the meeting, if there is an equal number of votes, then the Chairperson of the meeting will have an extra vote to be the deciding vote.

Item 23. Chairperson of the Meeting: The President of the Association will be the Chairperson of the meeting. If the President is absent, then a Vice President or one of the committee members can be the Chairperson of only that meeting.

Item 24. Board of Directors’ Meeting: There will be a meeting at least 1 time/month.

Item 25. The old Board of Directors must transfer their work to the new Board of Directors within 30 days that is effective from the date of the election and give the registration operations to the Registrar of the Association immediately.

Item 26. The Board of Directors of the Association has the following power and duties:
1. Organise the business operations and assets of the Association to be in accordance with the regulations and resolutions of the meeting.
2. Initiate the regulations and means of working of the Association and issue various regulations to the extent that they do not contradict or oppose this regulation.
3. Establish an Advisory Committee, Working Committee, and various subcommittees required to be contracted, established, and withdrawn. In order for the work operations of the Association to develop smoothly, all employees will be under the responsibility of the Board of Directors of the Association.

Item 27. The duties of the various positions of the Board of Directors of the Association are as follows:
1. President of the Association has the duty of the business operations of the Association to be in accordance with the regulations, is the representative of the Association in coordinating with external parties, and is the Chairperson of the Board of Directors’ meeting and the members’ general meeting.
2. Vice President has the duty of being the assistant to the President in all activities that the President assigns or whenever the President of the Association is absent or cannot conduct his/her duties.
3. Honorary Secretary General has the duty of drafting of and replying to letters, collecting of various documents of the Association, is the Secretary of the Board of Directors’ meeting and the general meeting, as well as conducts other duties that the Board of Directors of the Association assigns.
4. Honorary Treasurer has the duty of maintaining and paying the expenses of the Association, conducts accounting, maintaining and paying for the inventory of the Association, as well as conducts other duties that the Board of Directors of the Association assigns.
5. Public Relations has the duty of advertising to the members, conducting various advertising and achievements of the Association, as well as conducts other duties that the Board of Directors of the Association assigns.
6. Receptionist has the duty of maintaining the office of the Association, maintaining the cordiality of the location, maintains the Visitor’s Book, organises the meeting venue, as well as conducts other duties that the Board of Directors of the Association assigns.
7. Registrar has the duty of organising the registration of members and various registrations relating to the expenses of the Association, as well as conducts other duties that the Board of Directors of the Association assigns.
8. Board of Directors has the duty of coordinating the general affairs and other duties that the President of the Association assigns.

Article 7: Annual General Meeting

Item 28. Annual General Meeting: The Annual General Meeting refers to the members meeting of the Association, which is divided into 2 categories:
1. Ordinary Members’ Annual General Meeting that must be held at least once a year.
2. Extraordinary Members’ Annual General Meeting that is a meeting in addition to the Ordinary Members’ Annual General Meeting.

Item 29. The organising of the Annual General Meeting is as follows:
1. Have the Ordinary Members’ Annual General Meeting within 120 days as from the end of the budget year.
2. If there is any agenda that the Board of Directors of the Association view as appropriate or if at least one quarter of the total number of members express their desire to hold an Extraordinary Members’ Annual General Meeting as a special agenda, they must submit a letter in writing to the Honorary Secretary General of the Association for the Board of Directors to call the meeting within 15 days effective from the receipt of the aforementioned letter. If the Board of Directors do not call the Extraordinary Members’ Annual General Meeting within the specified time, then at least one quarter of the total number of members can call to hold the meeting within 30 days. The Association is responsible for all expenses in the organisation of the aforementioned meeting.

Item 30. Informing about the Meeting: The Board of Directors of the Association will inform about the date, time, venue, and the agenda of the meeting by sending a letter and/or Fax and/or E-mail to the member’s address appearing on the registration at least 7 days before the meeting is held.

Item 31. In the Ordinary and Extraordinary Annual General Meeting, there must be at least one quarter of the total number of the ordinary and extraordinary members present to form a quorum.

Item 32. In the case that the first time the Annual General Meeting is held there is an insufficient number of members to hold a quorum and the meeting must be postponed, another meeting must be called within 14 days. In the following Annual General Meeting, members will attend so to have a quorum.

Item 33. Chairperson of the Meeting. The President will be the Chairperson of the Annual General Meeting. If the President of the Association cannot perform his/her duty, a Vice President can act on the President’s behalf. If both the Presidents and Vice Presidents cannot perform their duty, the meeting can vote for a committee member to be the Chairperson of the meeting. If there are no committee members are present in the meeting, the meeting can vote for an ordinary member to be the Chairperson of only that meeting.

Item 34. Voting in the Annual General Meeting: Each member has one vote in the Annual General Meeting, which can be used in 2 situations:
1. By secret ballot that uses a written method and put into a ballot box.
2. By a show of hands.

Item 35. Meeting Resolutions: Apart from what is stated in the regulations in which it is assumed to be a majority vote to be a resolution of the meeting, if there is an equal number of votes, then the Chairperson of the meeting will have an extra vote to be the deciding vote.

Item 36. The Ordinary Members’ Annual General Meeting must have the following agenda:
1. Acceptance of the minutes of the previous meeting
2. Summary of the achievements for the past year.
3. Consideration of the approval of the balance sheet
4. Election of the Board of Directors (if have)
5. Appointment of the auditor and compensation
6. Other (if have)

Article 8: Finance and Accounting

Item 37. Have the Accounting Department arrange the balance sheet once a year and have the auditor conduct an inspection and certification upon completion before the date of the Annual General Meeting.

Item 38. 31 December of each year will be the end of the budget year of the Association.

Item 39. The auditor who is elected at the Annual General Meeting has the authority to inspect the balance sheet and all the related financial documentation of the Association, as well as the right to question the Board of Directors and any related personnel of the Association. Thus, in this case, the Board of Directors and any related personnel must provide facilitation for the aforementioned inspection.

Item 40. The balance sheet and financial documentation of the Association must be kept at the Association’s Head Office and is under the responsibility of the Honorary Treasurer of the Association.

Item 41. The cash funds of the Association must be deposited in a commercial bank under the name of the Association. Through a resolution of the Board of Directors, an advance expense not exceeding 20,000 Baht (twenty thousand Baht only) will be permitted in relation to the operations of the Association. In this case, the Manager of the Association will be responsible and keep the cash funds. The depositing and withdrawing of the cash funds from the bank will be under the authority of the President or Vice Presidents of the Association including the Honorary Secretary or Honorary Treasurer together with the seal of the Association.

Item 42. Payments of the Association: The payments of the Association cannot exceed 100,000 Baht (one hundred thousand Baht only) per time that can be conducted through a resolution at the meeting of the Board of Directors with the exception of the payment of the projects of the Association in which the meeting of the Board of Directors has passed a resolution of the details of the project and the required budget. Payments can only be made if not exceeding the approved budget.

Article 9: Amending the Regulations, Termination of the Association, and Payments

Item 43. These regulations can be changed through a resolution at the Annual General Meeting.

Item 44. The Association can be dissolved for the following reasons:
1. When the Annual General Meeting has a resolution for the dissolution by a vote of no less than two thirds of the total number of members.
2. Bankruptcy.
3. When the Minister of Commerce issues an order for the dissolution in accordance with Article 36 of the Trade Association Act B.E. 2509 (1966).

Item 45. When the Association is dissolved because of an aforementioned reason in Item 44, the account of the Association will come under the enforcement of the Trade Association Act B.E. 2509 (1966). In the case that the Association is dissolved in accordance with Item 44.1, that Annual General Meeting will have a resolution to elect a liquidator. If the Association is dissolved in accordance with Item 44.3, the President, Vice Presidents, and Honorary Treasurer be the liquidators. If there are any remaining assets of the Association from the liquidation, then they are to be given to an association or a foundation in the Kingdom of Thailand that has the objective relating to a public charity or a number of public charities in accordance with the resolution of the general meeting.
Remarks:

Amended in accordance with a resolution of the 2004 Annual Ordinary Members General Meeting on 28 April, 2005.
– Article 3: Members and Membership – Items 5, 6, 7, 8, 9, 11, 12
– Article 4: Application Fee and Membership Fee – Item 14
– Article 5: Rights and Duties of Members – Items 15, 16
– Article 6: Board of Directors – Items 17, 18, 19, 20, 24, 25, 26
– Article 7: Annual General Meeting – Items 29, 30, 31, 33, 36, 37
– Article 8: Finance and Accounting – Items 38, 42, 43
– Article 9: Amending the Regulations, Termination of the Association, and Payments – Items 44, 45, 46
– Article 10: Provisional Clause – Items 47, 48, 49

Amended in accordance with a resolution of the 2005 Annual Ordinary Members General Meeting on 4 April, 2006.
– Article 1: General – Item 2
– Article 2: Objectives – Item 13
– Article 7: Annual General Meeting – Item 31

Amended in accordance with a resolution of the 2009 Annual Ordinary Members General Meeting on 27 April, 2010
– Article 4: Application Fee and Membership Fee – Item 13

Amended in accordance with a resolution of the 2010 Annual Ordinary Members General Meeting on 19 April, 2011.
– Article 1: General – Item 3
– Article 7: Annual General Meeting – Items 29, 31, 32

Amended in accordance with a resolution of the 2012 Annual Ordinary Members General Meeting on 282 May, 2013.
– Article 7: Annual General Meeting – Items 30, 31, 32

Amended in accordance with a resolution of the 2014 Annual Ordinary Members General Meeting on 28 April, 2015.
– Article 3: Members and Membership – Items 5, 6, 7, 8, 11
– Article 4: Application Fee and Membership Fee – Item 13
– Article 5: Rights and Duties of Members – Items 14, 15
– Article 6: Board of Directors – Items 16, 17, 19, 21
– Article 7: Annual General Meeting – Items 29, 36
– Article 8: Finance and Accounting – Items 41, 42

Duplicate from the Department of Business Development, Ministry of Commerce on 29 June, 2015.