1. This association shall be known as the "Thai Vacation Ownership Association (TVOA)" hereinafter referred to as the "Association".
2. The logo of the association shall be as follows;-
3. Its place of business shall be at "Multiple Travel Club Co., Ltd, 99/349 1st Floor, Chaeng Wattana Road, Laksi, Bangkok 10210" or such other as many subsequently be decided upon by the Executive Committee and approved by the Registrar of the Societies. The association shall carry out its activities only in places and premises which have the prior written approval from the relevant authorities, where necessary.
4. The objectives of the Association are;-
4.1 To promote and encourage Vacation Ownership, the business of Timeshare, and other Timeshare, and other Timesharing Activities in Thailand.
4.2 To promote and cultivate a greater awareness and understanding of the Industry among the public in Thailand.
4.3 To promote technical knowledge, professionalism, honorable and proper product, and high ethical standards among members of the Association and to establish guidelines, rules, bye-law, industry standards and such codes of conduct for governing members so as to regulate and maintain a high standard of quality amongst members in the industry in Thailand.
4.4 To promote, protect and safeguard the legitimate interests of the members of the Association in general and, in particular, to make such representations to and liaise with the government, government authorities, trade bodies and associations, public, statutory, or otherwise on all matters pertaining to the industry, including the enactment of legislation, law and policies affecting the industry, and code of conduct for those engaged in the industry.
4.5 To ensure the protection of consumers' right in the Industry and to encourage the long term development growth and viability of the industry.
4.6 To provide, regulate, maintain and enforce a Code of Ethics amongst its members, the industry and to amend or to revoke such code of ethic from time to time.
4.7 To provide an authority for the interpretation and means for the enforcement of the By-laws relating to the Members and the Code of Ethics.
5. There shall be three classes of membership;-
5.1 Ordinary Membership shall be open to any one of the following category of applicants subject to the approval of the executive committee;
5.1.1 An owner of a vacation ownership resort where affiliated with recognized international exchange company, e.g. RCI, II, DAE.
5.1.2 A developer of a vacation ownership resort where affiliated with a recognized international exchange company.
5.1.3 An operator of a vacation ownership resort where affiliated with a recognized international exchange company.
5.1.4 A marketing Company of a vacation ownership resort where affiliated with a recognized international exchange company.
5.1.5 A vacation ownership resort exchange company.
5.1.6 A Trust Company actively trades in Thailand and actively in vacation ownership Industry.
5.2 Associate Membership shall be open to any legal person not directly involved in the industry; but, who to the satisfaction of the Executive Committee, demonstrates and maintains an interest in the industry. Without limiting the generality of the foregoing, the following categories of applicants may seek admission as Associate Member;-
5.2.1 A real estate company
5.2.2 A trade association/other tourism related entities.
5.2.3 Any other applicant for Associate Membership whom the Executive Committee may at its absolute discretion deem fit and acceptable for admission into such membership.
5.3 Honorary Membership. Distinguished and honorable persons with special or wide knowledge of the Industry whom the Executive Committee wishes to honor, may be invited to be Honorary Members of the Association.
6. No corporation, partnership, firm or sole proprietorship shall be admitted to membership of the Association if its or its proprietor is or, as the case may be, if any of its partners, officers or director;-
6.1 is under the age of the 21 years.
6.2 is legally or mentally disabled.
6.3 is bankrupt; or if any steps have been/are being taken to appoint a receiver and/or manager or judicial manager or liquidate in connection with any winding-up proceeding.
6.4 is/has been an undesirable person in Society.
6.5 has been convicted of an offense for which punishment is imprisonment.
7. Entrance Fee and Subscriptions
7.1 Ordinary Member
-Entrance fee with first year subscriptions 50,000 Baht
-Annual Subscriptions 30,000 Baht
7.2 Associate Member
-Entrance fee with first year subscriptions 30,000 Baht
-Annual Subscriptions 20,000 Baht
7.3 Honorary Member
-There is no fee for honorary members
8. Any applicant for membership shall complete and submit an application to the secretary of the association in accordance with the prevailing Rules of the Constitution. Every application for membership shall be proposed be one member and second by another member. The secretary shall pose the list of applicants at the association. Bulletin broad at least 15 days. If there is no objection from any members, the secretary shall proceed the applications to executive board. However, if there is any written objection from any members, the secretary shall submit the objection along with the application to the Executive Committee.
The Executive Committee shall have absolute discretion in approving and disapproving an application for membership without providing any reasons therefore, subject to:
The right of any applicant who has been refused admission by the Executive Committee to appeal to a General Meeting and if three-fourths of the members through their representatives present are in favor of the applicant, he shall be admitted as a member.
Members have in a General Meeting the right to reject any member accepted by the Executive Committee, provided three-fourths of the members or their representatives present vote in favor of the rejection. A copy of the Constitution shall be furnished to every approved member upon payment of the entrance fee.
9. The new member must pay all fee to the association within 30 days since being informed the approval application by the secretary. The membership will be effective right on the date that all fees are settled. If the applicant does not pay within 30 days period, the approval of application will be expired.
10. The status of honorary member will be effective right after the Executive Committee agrees to invite that person to be a honorary member.
11. Membership shall cease by:
11.6 Failure to pay annual subscription, levies, fines or debts imposed by the Association
11.7 Conviction of an offense punishable with imprisonment
11.8 Dissolution; or
11.9 Winding-up Or any one of the above
12. Membership privilege shall be as follows:-
12.1 To equally utilize the property(ies) of the association
12.2 To comments or give any suggestions to the administration of the association
12.3 To attend the General Association Meeting
12.4 Only ordinary members have executive right to vote or be voted or be elected to Executive Committee. Each member company has one vote only.
12.5 One fifth of the ordinary members but not less than five ordinary members may request the Executive Committee to audit or accounting report.
12.6 One fifth of the ordinary members but not less than five ordinary members may request the Executive Committee to call for the extra ordinary general meeting.
12.7 Every members must cooperate and/all attend or activities of the association.
13. The affairs of the association shall be administrated by the Executive Committee which shall comprise minimum of five members or maximum of seven members. The Executive Committee shall comprise the following officers:-
13.1.1 The President shall, insofar as possible, preside at all meeting and sign the minutes of such meetings as they are confirmed. He shall also represent the Association in its dealings with outside persons with at least one (1) other member of the Executive Committee.
13.1.2 The President shall also ensure that all office-bearers of the Association shall perform their duties correctly and effectively and shall further be responsible for coordination their duties.
13.2 Vice-president: The Vice-president shall deputize for the President in the latter's absence.
13.3.1 The Secretary shall maintain all records, except financial records, of the Association and shall be responsible for their correctness.
13.3.2 He shall keep minutes of all Annual General, Executive Committee and all other Meetings.
13.3.3 He shall conduct correspondence, summon and attend all meetings in accordance with the Rules of the Constitution, and record the proceedings on such meetings.
13.3.4 He shall maintain an up-to-date Register of members at all times.
13.4.1 The Treasurer shall keep an account of all monetary transactions and maintain correct and up-to-date financial records and reports of all accounts of the Association to be examined by the Executive Committee as it deems fit and shall be responsible for the correctness of all such records.
13.4.2 He shall keep custody of all funds, collect and disburse all moneys on behalf of the Association.
13.4.3 He is authorized to expend 10,000 Baht for petty expenses on behalf of the Association.
13.4.4 He shall not keep more than 10,000 Baht cash at any time and any money in excess of this sum shall be deposited in the Association's Bank Account.
13.4.5 Checks, etc., for withdrawals from the Bank shall be signed by the Treasurer jointly with the President or the Secretary.
13.4.6 The Treasurer shall conduct all financial correspondence, prepaid annual statements of accounts, vouchers, receipts and all documents required by the prevailing Rules or called for by the Executive Committee.
13.5 Ordinary Executive Committee Members: Ordinary Executive committee Members shall assist in the general administration of the Association and shall perform duties assigned to them by the Executive Committee from time to time. This shall included acquiring, publishing, circulation and preserving reports, records and other useful information connected with the industry and maintaining and office for the purpose of keeping giving access to such reports, records and information.
14. All Executive Committee Members shall hold office for a term of two (2) years and shall be eligible upon expire of such term to be re-elected to hold office for an additional term Provided that the immediate past President shall, unless re-elected to the Executive Committee, continue as a Committee member in the Executive Committee to assume an advisory role on an ex-office basis and further Provided that the Executive Committee shall be elected to hold office for a term of 2 years and upon retirement shall be eligible for re-election to the same post except for the Treasurer at the Annual General Meeting.
15. In case a causal vacancy shall occur in the Executive Committee during any part of the term of office, the member whose Accredited Representative caused the vacancy shall be entitled to appoint another of its Accredited Representatives, subject to the approval of the Executive committee, to fill such vacancy for the period of the unexpired term or until the next General Association Meeting.
16. The member of the Executive Committee shall cease by:-
16.3 End of membership
16.4 Two-third of the quorum of the general meeting agrees to expel he/she out of the office.
17. The resignation of member of Executive Committee must be submitted to the Executive Committee one month in advance.
18. The Executive Committee shall have the power and duties as follows:-
18.1 The Executive Committee shall have the power to appoint Honorary Members and Honorary Patrons who shall hold office during the term of office of the Executive Committee that appoints them and that these Honorary Members and Honorary Patrons are eligible for reappointment.
18.2 The Executive Committee shall have the power to appoint sub-Committees to achieve the specified objects of the Association, to establish the procedure and conduct disciplinary action, and generally regulation of the affairs of the Association.
18.3 The Executive Committee shall hold meetings for the dispatch of the Association's business at such places and at such times as deemed necessary but four (4) working days' notice for the convening of the meeting shall be given to the Executive Committee members. The Secretary with the concurrence of one other Executive Committee member may call a meeting at any time by giving four(4) working days' notice.
18.4 The quorum of the Executive Committee shall consist of four (4) Executive Committee Members and the vote of the majority of the quorum duly assembled as a Committee shall be valid as an act of the Association.
18.5 Each Executive Committee Member shall be entitled to one (1) vote and the President shall not have a casting vote. Motions before the Executive Committee thereof shall be passed by a simple majority.
18.6 The proceedings of all Executive Committee Meetings shall be entered into a Minute Book which shall be signed by the President as a true record at the next succeeding Executive Committee Meeting.
18.7 The duty of the Executive Committee is to organize and supervise the daily activities of the Association.
18.8 The Executive Committee shall at all times have regard to the expressed wishes of the General Meeting and shall to this extent remain subordinate to the General Meeting.
18.9 The Executive Committee shall not relinquish its duties until the succeeding Executive Committee shall have taken office.
18.10Any member of the Executive Committee who fails to attended two (2) Executive Committee meetings consecutively without satisfactory explanation and/ or without satisfactory delegation shall be deemed to have withdrawn from the Executive committee and another Accredited Representative of a member may be co-opted by the Executive Committee to serve in his place until the next Executive Committee-elect is appointed, Provided always that a member of the Executive Committee shall be entitled to nominate the other Accredited Representative of that member to be his alternated to attend the Executive Committee meeting.
19. If any member of the Association in the opinion of the Executive Committee:
19.1 fails to abide by or has violated any of the Rules herein, or the Code of Ethics of Association; or
19.2 fails to comply with the directives(s) recommendations(s) and/or decision of the Executive Committee; or
19.3 is guilty of conduct derogatory to the dignity of or injurious to the reputation or interests of the Association; or
19.4 without prejudice to the generality of the foregoing;-
19.4.1 fails to pay, when due, any debt due to the Association; or
19.4.2 becomes insolvent or is wound-up or has a receiver appointed over all or part of his/its assets;
-The Executive Committee may exercise its discretion to recommend that the Association:-
-Expel the member from the Association in accordance with the previous of this Rule.
20. The Executive Committee shall have a meeting at least once every three months. Each meeting should be held within the first-three week of each quarter.
21. In case that both President and vice-president are absent from the Executive Committee Meeting, the quorum shall select one of them should be acting chairman of the meeting.
22. There shall be two categories of general association meeting
22.1 Ordinary general meeting
22.2 Extra ordinary general meeting
23. The Executive Committee has duty to call for the annual ordinary general meeting within June of every year.
24. The Extra ordinary General Meeting may be called by
24.1 Executive Committee
24.2 One-Fifth of the Ordinary member but not less than 5 members cosign on the written request and submit it to the Executive Committee
25. The Secretary of the association shall give a written notice of the general meeting at least 21 days before the date of general meeting. The written notice must stated date, time, location of the meeting, and an agenda of the meeting.
26. The agenda of the annual Ordinary General Meeting must be include:-
26.1 Annual report
26.2 Financial sheets
26.3 General election for new Executive Committee, in case that the term is expired.
26.4 Select a certified auditor
27. At least twenty-five percent (25%) but not less than 5 members, of the total voting membership of the Association must be present in person at the Annual General Meeting for its proceedings to be valid. If within half an hour from the time appointed for the commencement of the meeting, a quorum is not present, the meeting shall stand adjourned to the next week at the same time and same place (if available) or such other place as the Executive Committee may decide if the former appointed place of the meeting is not available, and if at such adjourned meeting, a quorum is not present, within half an hour from the time fixed for the commencement of the meeting, the members present shall be considered a quorum, but they shall have no power to amend any of the existing Rules.
28. All ordinary members shall each have one vote and the votes of any two accredited Representatives representing the same member shall count as one vote Provided that where such two Accredited Representatives shall vote in a conflicting manner, such vote shall be considered void and deemed of no effect. Voting at all meetings of the Association shall be by a show of hands of those present but prior to any vote taken, any two ordinary members present may demand a ballot and thereupon the vote shall be taken by allot and conducted in such manner as the President shall decide and the President shall also have the right to exercise a casting vote in addition to his/its own vote as an Ordinary member.
29. In case that both President and Vice-president are absent in the General Meeting, the quorum shall choose one member of the Executive Committee to be a temporary Chairman of the General Meeting.
30. The Executive Committee shall be responsible for administrate all assets of the Association. The Executive Committee shall open both saving and current accounts under the name of the Association at Thai Military Bank.
31. President, secretary, and treasurer are the authorized persons to issue the association's checks. On each check must have two of authorized signatures on and also need to have the Association stamp on.
32. The president shall have the authority to issue each check payment in a limit of Baht 50,000 (Fifty Thousand Baht). If there is a need to issue a check more than the authority of the president; but, not more than Baht 500,000 (Five Hundred Thousand Baht), it must be approved by the Executive Committee. However, any payment which more than Baht 500,000 must be approved by the Association General Meeting/Extraordinary Meeting.
33. The treasurer shall have a petty cash on hand at a maximum of Baht 20,000 (Twenty Thousand Baht). If there is cash over this limit, it must be deposit to the Association Account.
34. The treasurer shall maintain all financial sheets in a standard principle and must be signed by both President and treasurer with the stamp of Association.
35. The certified Auditor who audits the financial sheets must not be one of the Executive Committee.
36. The Auditor shall have a right to request any accounting document from the Executive Committee to audit and the Auditor may require any information regarding to Financial and accounting from the Executive Committee.
37. The Executive Committee shall be cooperated with the auditor at all time.
38. The fiscal year of the Association is October 1st until September 30th.
39. This constitution can be amended only by the General Association Meeting. The Quorum of the General Meeting must be a minimum of half of the ordinary members in order to amend this constitution and also need at least two-third of the quorum to amend it.
40. This Association can be dissolved only by;
40.1 The court of Thailand.
40.2 Three-fourth of the quorum of the General Meeting agrees to and the quorum must be a minimum of half of the Ordinary Members.
41. If the Association is resolved by any reasons, all assets of the association must be transferred to a charity which will be decided by the Executive Committee at the time.
42. This constitution shall be effective right after the Association is legally registered.