Article 1 This Club is called the “Investment Banking Club, the Association of Thai Securities Companies” with an English name of “Investment Banking Club” (IB Club) or “ชมรมวาณิชธนกิจ” in Thai language.
The term “Club” shall hereinafter in these Articles of Association be referred to as the “Investment Banking Club, the Association of Thai Securities Companies”.
The term “Company” or “Companies” shall hereinafter in these Articles of Association be referred to as the company limited, public company limited and shall mean to include any legal entities established under specific law with the objectives to operate businesses”.
The term “Supervisor” as referred to in these Articles of Association shall mean the “person delegated by the company to perform the duties as the supervisor in the area of financial advisor as stipulated by the Securities and Exchange Commission whereby such supervisor shall be a full-time personnel who has passed the financial advisor knowledge-test according to the financial advisor curriculum organized by the Securities and Exchange Commission in the year 2000 or such person who passed the financial advisor training organized by the Investment Bank Club, the Association of Thai Securities Companies as approved by the Securities and Exchange Commission since the year 2000 onwards.”
The term “Director” shall hereinafter in these Articles of Association be referred to as the IB Club Director”.
The term “Board of Directors” shall hereinafter in these Articles of Association be referred to as the IB Club Board of Directors”.
Article 2 The office of the Club is located at the office of the Association of Thai Securities Companies.
Article 3 In the event that there shall be issues to be considered or interpreted in relation to these Articles of Association or the operation of the Club, the Board of Directors shall have the authority to consider or to interpret, as the case maybe.
Article 4 Objectives of the IB Club are as follows:
4.1 to promote and develop the businesses of investment banking and the securities as a whole;
4.2 to promote and develop the standards of the operation of the investment banking business both theoretically and practicability;
4.3 to represent Members to cooperate and coordinate with the relevant authorities in order to develop the investment banking business;
4.4 to regulate and supervise the Club’s Members to comply with the regulations, articles and code of ethics in doing businesses as prescribed by the Club;
4.5 to coordinate amongst Members to resolve investment banking business related issues including to compromise the disputes between Members or disputes with any third parties in relation to the operation of investment banking business; and
4.6 to foster the education, research and distribution of academic and news relating to the investment banking business.
Article 5 Members of the Club are:
5.1 Company Members of the Association of Thai Securities Companies with possession business unit operating acquitted financial advisory services.
5.2 Companies with the following qualifications:
5.2.1 being financial institutions or such other legal entities with the business objectives of operating financial advisor or accounting advisory services, having registered to operate business in Thailand;
5.2.2 possessing business unit operating acquitted financial advisory services whereby such business unit is supervised by at least one approved supervisor from the Securities and Exchange Commission;
5.2.3 having directors, managers, employees in the managerial level, responsible in the area of financial advisor or such other person having the similar responsibility as the financial advisor and the person prescribed by the Company to be the Supervisor in the area of financial advisor who is ethical, capable and possesses experiences in business operation. Further, such person shall not possess prohibited qualifications within the past Five (5) years:
5.2.3.1 having been dismissed, terminated, rescinded or under litigation under dishonesty or corruption charges; or
5.2.3.2 having committed several offenses under the law governing securities and the stock exchange or having committed serious offences relating to irresponsibility or imprudent in management.
5.2.4 possessing concise and reliable operational regulations and guidelines which could explicitly demonstrate that it is capable of performing the functions of financial advisors suchlike professionals would carry out such functions;
5.2.5 having paid-up registered capital of not less than Baht Ten Million (THB 10,000,000.-) and its shareholding ratio of not less than Baht Five Million (THB 5,000,000.-); and
5.2.6 possessing such other qualification as prescribed by the Board.
Members of the IB Club are prohibited to be members of such other clubs or associations having the same objectives as the IB Club’s.
Article 6 Companies having possessed those qualifications as prescribed in Article 5 wishing to apply for the membership of the IB Club shall be required to file an application with the IB Club’s Secretary General according to the procedures prescribed by the Club. The Secretary General shall submit such application to the Board of Directors for consideration. Upon the Board, having resolved as to whether to accept or decline such application, the Secretary General shall send a letter notifying the Company applicant of the result of such resolution within Seven (7) days from the date of such resolution.
Article 7 Membership shall commence on the date on which the applicant has completely paid the subscription fee.
Article 8 Members shall be secluded from the membership due to the following reasons:
8.1 Member having expressed his intention to resign from the membership in writing to the Club;
8.2 Member failing to pay annual subscription fee and the Board having resolved to dismiss such Member;
8.3 The meeting of the Members having resolved to dismiss such Member with the casting vote of not less Three/ Fourth (¾) of the Members attending the meeting;
8.4 The Board of Directors having resolved to dismiss such Member pursuant to Chapter 8, Article 28 under these Articles of Association; or
8.5 Members under Article 5.2 fail to obtain the financial advisor license from the SEC for Two (2) consecutive years.
Article 9 Members are required to pay registration fee and subscription fees as follows:
9.1 Entrance registration fee in the amount of Baht One Hundred Thousand (THB 100,000.-) and the annual subscription fee in the amount of Baht Twenty Thousand (THB 20,000.-) or at such rate as prescribed by the Board of Directors but shall not exceed Baht Twenty Thousand (THB 20,000.-); and
9.2 Members are required to pay annual subscription fee on or before the end of May of each year or at such time as may be prescribed by the Board of Directors.
Article 10 Entitlements and duties of Members are as follows:
10.1 adhere to and comply with these Articles of Association and the Code of Ethics of the Club;
10.2 provide opinions and vote in the meetings;
10.3 nominate and elect the Board of Directors of the Club;
10.4 promote and support the Club’s activities; and
10.5 obtain any benefits and interest from the business operation of the Club.
Article 11 The Board of Directors of the IB Club shall hold an Annual General Meeting of the Members once a year within Three (3) months from the closing of the fiscal year of the Club.
Article 12 All other general meetings are called “Extraordinary General Meetings” which the Board of Directors may summon or not less than One/Fourth (1/4) of all the Members may request the Board of Directors to summon general meetings by notifying the cause thereof in writing to the Secretary General of the Club.
Article 13 The presence of Members not less than One/ Third (1/3) of all the Members constitute a quorum for an Annual General Meeting. If a quorum is not present within One (1) hour after the time appointed for holding such meeting, the meeting shall be adjourned. The Board of Directors may summon a general meeting, but in the succeeding meeting, the business may be transacted without the quorum.
Article 14 The presence of Members not less than One/ Third (1/3) of all the members constitute a quorum for an Extraordinary General Meeting. If a quorum is not present within One (1) hour after the time appointed for holding such meeting, the meeting shall be adjourned. The Board of Directors may summon a general meeting, but in the succeeding meeting, the business may be transacted without the quorum, except for such Extraordinary General Meeting requested by the Members to the Board of Directors to hold such meeting, if a quorum is not formed, then, the meeting shall be cancelled.
Article 15 Invitation notices to Members shall be given by hand or facsimile transmission Five (5) business days in advance. The invitation notice shall specify details of, the day, the hours, the venue of the meeting and the nature of the business to be transacted thereat.
Article 16 The chairman of the Club shall preside at every general meeting. If the chairman is not present, the vice-chairman of the Club shall preside over such meeting. If the vice- chairman is not present, the Members present may elect one of the Directors as chairman.
Article 17 In casting votes at any General Meetings, all resolutions shall require affirmative votes of majority of the Members. Each Member shall have One (1) vote. In case of equality of votes, the chairman presiding over such Meeting shall have a casting vote, except for the matters that have been prescribed in Chapter 10 of these Articles of Association, regarding the Amendments to these Articles of Association and the Dissolution of the Club.
Article 18 Election and Appointment of Directors
18.1 A Board of Directors shall be elected, the number of Directors shall not exceed Fifteen (15) persons, consisted of One (1) chairman elected by the meeting of the Members, and not exceeding Thirteen (13) Directors elected by the meeting of the Members proposed amongst themselves from each category of Members, being not exceeding Eight (8) Directors from the Company Members on article 5.1 and not exceeding Five (5) Directors from the Company Members on article 5.2 and at least One (1) out of Five (5) Directors of the latter Directors shall be the Directors proposed and elected by the Company Members whose business category is commercial banks and the other One (1) Director is the Secretary General to the Club and the Secretary General to the Association of Thai Securities Companies by his/ her position.
18.2 The appointment of the chairman and the Directors shall be proceeded by the Members, taking into account, the name lists of those persons entitled to election pursuant to the first paragraph proposed by Members as they see fit to hold such positions of the chairman and Directors as the case maybe. In any election of the chairman and the Directors, the election of the chairman shall be prioritized whereby the highest voted person shall be elected. In case of tie, the meeting of the Members shall re-elect by another vote. In case of repetitive tie, another draw will be conducted.
In electing the Directors, the highest voted persons shall be nominated as Directors respectively according to the numbers of Directors which shall be determined by the Board of Directors from time to time but shall not exceed the numbers of Directors as prescribed in Article 18.1. In case of tie of the lowest voted persons, the meeting of the Members shall re-elect by another vote. In case of repetitive tie, a raffle ballot will be conducted.
18.3 The name lists of the persons entitled to election shall consist of the name lists of persons proposed for nomination as the chairman and the name lists of persons proposed for nomination as the Directors as proposed by the Members;
18.4 The persons entitled to be proposed for nomination as the chairman and the Directors shall be those persons holding senior executive positions in the investment banking department of the company Members. In the event that any one of the Members has been elected as the Director or the chairman of the Club (as the case maybe), such Club’s Member shall not be entitled to re-election as the chairman or the Directors.
18.5 The nomination of persons for the election as the chairman or the Directors shall be proposed to the Club’s Secretary General at least Fourteen (14) days prior to the date of the meeting. The Club’s Secretary General shall submit the name list of the candidates to the Members not less than Seven (7) days prior to the date of the meeting.
18.6 Directors shall amongst themselves nominate and appoint the vice-chairman, treasurer and such other positions as the Directors deem appropriate.
18.7 Board of Directors shall not serve more than Three (3) years tenure. At any Annual General Meeting, One/Third (1/3) of the Directors or, if the number is not a multiple of Three (3), then, the number nearest to One-Third (1/3) must retire from office. A retiring Director is eligible for re-election.
18.8 Articles 18.4, 18.6 and 18.7 shall not apply to the Club’s Secretary General who acts as the Director and the Club’s Secretary General by position.
Article 19 There shall be an advisory panel to the Board of Directors, consisted of not exceeding Three (3) directors from the Association of Thai Securities Companies and such other experts, including representatives from such other related associations not exceeding Six (6) persons. The tenure of the office is One (1) year each.
Article 20 Representatives from such other relevant authorities, such as representatives for the Office of the Securities Commission, the Stock Exchange of Thailand and the Thai Bond Market Association shall be invited as the advisors to different departments of the Club as the Board of Directors may deem fit.
Article 21 The Secretary General to the Club shall, within Thirty (30) days from the date of completion of such election, notify the Members of the name list of the chairman and/ or the Directors who have been elected by the Members together with the name list of the Directors.
Article 22 The election of the Directors in the meeting of the Members shall be carried out by any procedures as the meeting of the Members deems fit, regardless of whether such election is made by means of election in public or by such other procedures.
Article 23 The Board of Directors may, within Thirty (30) days from the date of completion of the appointment of the Board of Directors, jointly prescribe and delegate any responsibilities in various areas to different departments of the Club.
Article 24 Authorities and duties of the chairman and the Directors:
24.1 To management the businesses of the Club according to the Club’s objectives;
24.2 To appoint the consultants and the sub-committee(s) of the Club;
24.3 The Board of Directors may appointment anyone of those Members or such other third parties as the working panel to carry out tasks in various areas of the Club’s business;
24.4 The Club’s chairman shall be the representative of the Club in dealing with any third parties and shall chair as the chairman of the meeting of the Board of Directors and the Members’ meetings.
24.5 The Club’ Secretary General shall have the duties to assist the chairman in such businesses within the authorities of the chairman and shall act as an “ad hoc chair- person” during the absence or unavailability of the chairman or as delegated by the chairman. Further, the Club’s Secretary General shall have the management functions on the meetings’ documentations.
24.6 The chairman shall coordinate with the Association of Thai Securities Companies in appointing and delegating the Association’s officials to carry out the functions which include the Club’s book-keeping in relation to the money, property, earnings- expenditures of the Club, including the function of Members registrar and such other functions as the Board of Directors deems fit.
Article 25 Meetings of the Board of Directors:
25.1 The meeting of the Board of Directors shall be held whenever the chairman considers appropriate which meeting shall be held at least once a month.
25.2 The quorum of the Board of Directors’ meeting shall be formed only if consisted of not less than One Half (1/2) of the numbers of the Board of Directors.
25.3 The chairman shall preside over the meetings. If the chairman is not present, the vice-chairman shall preside over such meeting. If the vice-chairman is not present, one of the Directors shall be appointed to act as the chairman.
25.4 The resolutions of the meeting of the Board of Director shall be an affirmative vote of the majority of the Directors attending the meeting. In case equality of vote, the chairman shall have a casting vote.
25.5 There shall be a joint-meeting between the Club’s Board of Directors and the Board of Directors of the Association of Thai Securities Companies once every Three (3) months.
Article 26 Directors’ tenure shall expire upon the occurrence of one of the following events:
26.1 Death;
26.2 Term expiration;
26.3 Resignation;
26.4 Ousted from the Company Member;
26.5 Deficiency in the qualifications of Membership of the company Member; or
26.6 The meeting of the Members having resolved to remove such Director with the vote of Three/ Fourth (3/4) of the Members attending such meeting.
Article 27 Any vacancy among the Members of the Board of Directors occurring otherwise than by rotation under Article 18.7 may be filled by the Board of Directors. Any person so appointed shall retain office only during such time as the Director whom he replaces would have been entitled to retain the same, provided that such replacement shall be carried out in the following Board of Directors’ Meeting as shall be proceeded pursuant to Article 18.1
Article 28 Members violating or failing to adhere to these Articles of Association, regulations, announcements or code of ethics of the Club shall be punished by the Board of Directors. Punishments are as follows:
28.1 Probation;
28.2 Temporarily suspension of membership; or
28.3 Membership dismissal.
Article 29 In considering the punishments on any Members, the Board of Directors shall appoint the sub-committee to consider any charge and to investigate any relevant facts and evidences in order to summarise such results of such violation or failure.
In the event that the sub-committee has concluded such violation or failure and issued a punishment order upon such Member, the Club shall notify such punishment in writing to be served to such Member. Such Member may appeal against such punishment to the appeal sub-committee, as appointed by the Board, to re-consider the appeal pursuant to strategies stipulated by the Club. In this connection, the appeal sub-committee’s consideration shall be final and absolute.
Article 30 The Board of Directors is empowered to impose any rules, conditions and punishment measurements and the disclosure of such punishment as the Board deems appropriate.
Article 31 Any Companies subject to temporarily membership suspension pursuant to Article 28.2 may request the Board to uplift such suspension. In the event there shall be any changes to the shareholding structure, the Company’s board of directors, executives or the directors of the related company concerning such cause of membership suspension where the Board of Directors may re-admit such Member whose membership was temporarily suspended.
Article 32 Any Company whose membership was dismissed according to Article 28.3 may not re- submit the application for the Club’s membership, unless:
32.1 there be any changes to its shareholding structures of shareholders, the board of directors, executives or directors of the related company concerning such cause of membership dismissal where the Club’s Board of Directors deems appropriate to re-admit such Member whose membership was dismissed;
32.2 whose membership has been dismissed for not less than Five (5) from the date of such dismissal.
Article 33 The Club’s financial matters shall be under the responsibilities of the Board of Directors or such other person(s) delegated by the Board. The personnel of which shall be supported by the Association of Thai Securities Companies.
Article 34 Income of the Club are from subscription fees collected from Members, earning from the Club’s activities or earnings from the sale/ distribution of the Club’s academic documentations.
Article 35 The Board of Directors shall cause the money of the IB Club to be deposited with any financial institution(s) as the Board may consider appropriate where such deposit account shall be separate from such other accounts of the Association of Thai Securities Companies. Any and all withdrawal of the money from the IB Club’s bank account shall be evidenced by at least 2 directors jointly signed to evidence such approval.
Article 36 The Club’s treasurer may maintain petty cash for any expendable disbursement not exceeding Baht Ten Thousand (THB 10,000.-) per payment. Each and every withdrawal of such petty cash must be evidenced by complete sets of supporting documentation.
Article 37 In order to fulfil the objectives of the IB Club, the Board of Directors may expend the money of the Club for the purposes of the Club’s management and the activities of the IB Club as the Board deems fit.
Article 38 The fiscal year of the Club shall commence on the 1st of January and end on the 31st of December of each year. The auditor of the Association of Thai Securities Companies shall carry out the inspection of the Club’s account relating to the income and expenditures and the balance sheet and shall submit the same to the Annual General Meeting of the Members.
Article 39 Any amendments to these Articles of Association shall only be made through the resolutions of the meeting of the Club Members with the affirmative vote of not less than Three/ Fourth (¾) of the Members attending such meeting.
Article 40 The Club could only be dissolved through the resolutions of the meeting of the Club’s Members with the affirmative vote of not less than Three/ Fourth (¾) of all Members.
Article 41 Upon dissolution of the Club, the Club shall also be liquidated. The meeting of the Members for such liquidation purpose shall resolve to appoint the liquidator.
Upon completion of such liquidation, the remaining property of the Club (if any) shall be entailed to the Association of Thai Securities Companies.
Article 42 Article 5.2.5 shall not apply to those Members whose membership exist as of the effective date of the amendments to these Articles of Association.
Article 43 The renewal of the membership pursuant to Article 42 as from 2006 A.D., onwards shall be in accordance with the following terms and conditions with respect to the qualifications under Article 5.2.5:
Members shall have their share equity of not less than Baht Five Million (THB 5,000,000.-).
In the event that any Member of the IB Club fails to possess complete qualifications under Article 43, such Member shall proceed to acquire complete qualifications within One (1) year from the date of membership renewal pursuant to Article 42 as from 2006 A.D.