1. Name of the Trade Association This trade association named as “Thai Latex Association” and “ 泰国乳胶公會”. The term 'Association' in these regulations shall mean 'Thai Latex Association'.

2. Office of the Association The Office of Association is located at 60 Chotivithayakun 3 Road, Hatyai, Songkhla 90110.

3. Emblem of the Association: The emblem of the Association is as follows:

4. Objectives of the Association

     Objectives of the Association are to:

1. promote business operations related to the production and export of concentrated latex
2. support and assist members in resolving various obstacles and difficulties, as well as to negotiate and make agreements with external parties for mutual benefit in members' business operations. To monitor and track the movement of the concentrated latex market both domestically and internationally, to facilitate the benefit of trade, industry, finance, or economic activities
3. foster unity and exchange knowledge and opinions in academic matters, trade information, as well as research related to the production and export of concentrated latex.
4. request statistics or documents, or to obtain any information from members regarding the production and export of concentrated latex, with the consent of the members
5. promote the quality of concentrated latex products produced or sold by members to meet good standards, as well as to research and improve production and trade for better results.
6. cooperate with the government in promoting the production and export of concentrated latex to meet good standards, in alignment with government policies
7. stablish agreements or set regulations for members to follow or refrain from actions to ensure the orderly conduct of the members' business operations
8. promote health, sports, and occasionally organize entertainment events
9. mediate disputes between members or between members and external parties in the conduct of business
10. help members in terms of welfare if it is not prohibited under Section 22 of the Trade Association Act, B.E. 2509 (1966)
11. not to engage in any political activities whatsoever
12. hold ownership of real estate through purchase, willing donation, or dedication for use as office premises or for the operations of the association
13. publish journals related to rubber for sale or distribution to members and the public
14. organize meetings, training sessions, and seminars domestically and internationally
15. join as a member of any organization or association domestically and internationally
16. donate money to any agency, organization, or association domestically and internationally
17. conduct actions for the issuance of various certificates

     Members of the Association are divided into three types:

     5.1 Ordinary members, individuals or a legal entity engaged in the business of producing and exporting concentrated latex, which is legally registered
     5.2 Extraordinary members, individuals or a legal entity engaged in the business of trading latex or related to the latex industry, which is legally registered
     5.3 Honorary members, individuals who are distinguished or individuals or legal entity contributing to the association, and whom the association's committee has resolved to invite as honorary members, and such individuals have accepted the invitation

6. Qualification of Members

     The members of the trade association, in addition to the qualifications stated in Section 5, must also have the following qualifications:

     (1) In the case of an individual:

          1. have reached legal age
          2. not be bankrupt, legally incapacitated, or quasi-incapacitated
          3. not have been convicted and sentenced to imprisonment by a final court judgment, except for minor offenses or offenses with penalties not exceeding minor offenses or offenses committed through negligence
          4. not have a socially detestable disease
          5. have a reasonably stable financial status
          6. have proper conduct

     (2) In the case of a legal entity:
          1. not be bankrupt
          2. have reasonably stable financial status.
             The provisions in the clause 6(1) shall also apply to the qualifications of the representative of the legal entity appointed to act on behalf of the legal entity that is a member according to Section 10.

7. Application for Membership

     Those wishing to become ordinary members or extraordinary members of the Association must submit an application to the secretary using the form specified by the Association, with at least 2 ordinary members endorsing it.

8. Consideration of Membership Application

     The secretary shall present the application form to the Association's Board Meeting at the next session following its receipt. Once the board has decided whether or not to accept the applicant as a member, the secretary shall notify the applicant in writing within 15 days from the date of the decision.

9. Membership Date

     Membership begins on the date the board resolves to accept the applicant as a member.

10. Legal Entity Members

     Members that are legal entities must appoint a representative who must be an individual authorized to act on behalf of that entity, one or more persons, to perform duties and exercise rights on behalf of that legal entity.

11. Termination of Membership

     Membership shall terminate under the following circumstances:

1. death or dissolution of a juristic person
2. loss of qualifications as specified in clause 5.1 or 5.2, depending on the case
3. resignation, by submitting a resignation letter to the committee and receiving the committee's approval
4. final judgment declaring bankruptcy.
5. court order declaring the person incompetent or quasi-incompetent
6. final judgment sentencing to imprisonment, except for petty offenses or offenses punishable by a minor penalty or those committed through negligence
7. the Association's committee resolves to remove the member’s name from the membership register by a vote of no less than three-fourths of the total number of committee members, for any of the following reasons:
   - intentional acts causing damage to the reputation of the Association
   - intentional violation of regulations
   - failure to pay association fees for more than one year after receiving a notice from the officer, with a 30-day deadline having passed.

12. Membership Register

     The Association Registrar shall prepare and maintain a membership register at the Association’s office, containing the information as prescribed by law.

13. Registration and Membership Fee

1. Ordinary members and extraordinary members shall pay an annual membership fee of 2,000 baht.
2. Honorary members are exempt from paying any registration or membership fees.

14. Special Membership Fee

1. The Association may impose or waive the collection of a special membership fee in any amount from its members, provided that a resolution is passed at the board meeting by a vote of no less than three-fourths of the total number of ordinary members present.
2. Ordinary members and extraordinary members shall pay the special membership fee to the Association, calculated based on latex centrifuge machines installed at the member's factory, at the rate of 300 baht per machine per year, effective from the year 2004 onwards.

15. Rights of Members

1. Receive assistance and support from the Association regarding matters related to the objectives of the Association, as much as can be provided.
2. Provide opinions or recommendations to the association or its committee on any matters within the objectives of the association to promote the prosperity of the association.
3. Request to inspect the activities and assets of the association by submitting a written request to the secretary-general.
4. Attend meetings to discuss, express opinions, question the committee, and propose motions at the general meeting.
5. Only ordinary members have the right to vote at meetings and the right to be elected as committee members.

16. Duties of Members

1. Must comply with the Association's regulations, rules, orders, resolutions of the general meeting, and resolutions of the committee with strict honesty.
2. Uphold and protect the honor and vested interests of the Association.
3. Promote and support the activities of the Association to ensure continuous prosperity and advancement.
4. Pay the annual membership fee and special membership fee to the Association within the specified timeframe, not exceeding 30 days after receiving written notification from the treasurer of the Association.
5. Maintain unity and harmony.
6. Any member who changes their name, surname, nationality, relocates their residence or office, changes the type of enterprise, or changes the representative for a juristic person must inform the secretary-general in writing within seven days of the change.
   

     A committee shall be formed to manage the Association's activities in accordance with its objectives and to act as the association's representative in dealings with external parties. This committee shall consist of ordinary members elected by the general meeting and shall include no fewer than 7 members.
     Unless the general meeting resolves otherwise. The election of committee members shall be conducted by secret ballot. Ordinary or extraordinary members may nominate an ordinary member they wish to stand for election as a committee member at the general meeting, with at least two other ordinary members endorsing the nomination. The general meeting shall then vote, and those receiving the highest number of votes, in order, shall be elected as committee members according to the number specified in the first paragraph and the resolution of that general meeting. If there is a tie for the last position to be filled on the committee, the general meeting shall vote again, limited to those who received the same number of votes. If there is still a tie, the selection shall be decided by drawing lots.
     The committee members shall then elect among themselves individuals to hold the positions of president, vice-president, secretary-general, treasurer, registrar—one person for each position—and other positions as appropriate with the approval of the committee. The duties of these positions shall be determined as deemed appropriate.
     The committee members of the association shall serve a term of 2 years, with the term commencing on the date of the election.

18. Termination of Committee

     A committee member shall vacate their position under the following circumstances:

1. Completion of the term.
2. Resignation, approved by a resolution of the association's committee, except for resignation from specific positions as stated in clause 17, third paragraph.
3. Loss of membership.
4. Resolution by the general meeting to remove the member from the committee.
5. When ordered by the Minister of Commerce under Section 33 of the Trade Association Act, B.E. 2509 (1966).
6. Final judgment sentencing the member under the Trade Association Act, B.E. 2509 (1966).

19. Vacancy of Committee Position before Term Completion

     The remaining committee members shall appoint an ordinary member to fill the vacant position, and the appointee shall remain in the position only for the remaining term of the person they replace.
     In the event that the entire committee vacates their positions before the end of their term, the outgoing committee shall organize a general meeting of members to elect a new committee within 180 days. The provisions of clause 24 will apply mutatis mutandis in this case.

20. Quorum for Committee Meeting

     A committee meeting shall be considered to have a quorum when no less than half of the total number of committee members are present.

21. Resolution of Committee Meeting

     The committee shall base its decisions on a majority vote. Each committee member has one vote. In the event of a tie, the chairperson of the meeting shall have an additional casting vote to make the final decision.

22. Chairperson of Meeting

     The President of the Association shall act as the chairperson of the meeting. If the President is unable to perform their duties, the Vice President shall act in their place. If both the president and the vice-president are unable to perform their duties, the meeting shall elect one of the committee members to act as the chairperson for that specific meeting.

23. Executive Committee Meeting

     The executive committee shall meet at least once a month. In case of necessity, the President of the Association or no less than one-third of the committee members may call for a special meeting.

24. Assumption of Duties by Committee

     When a new committee is elected, the outgoing committee shall submit the registration of the new committee to the Registrar of Trade Association of Songkhla Province within 30 days from the election date and hand over duties to the new committee within 30 days from the date the Registrar of Trade Association registers the new committee.
     In the event that the Registrar of Trade Association has not yet registered the new committee and the outgoing committee has not handed over its duties as stated in the first paragraph, the outgoing committee shall continue to have the authority and responsibility to manage the Association's affairs until the Registrar of Trade Association registers the new committee and the new committee assumes its duties.

25. Authorities of Committee

1. Conduct the Association’s operations in accordance with the regulations.
2. Elect committee members to hold various positions within the executive committee.
3. Appoint, hire, and dismiss advisors to the committee, sub-committees, officials, and all staff to ensure smooth operation of the Association.

26. Authorities of Committee Members in Various Positions

     The authorities of committee members in various positions are as follows:

1. (1) The President: Responsible for supervising the operations of the association to ensure compliance with the regulations and operational procedures of the Association. The President is authorized by the committee to represent the Association in dealings with external parties and acts as the chairperson of committee meetings as well as general meetings.
2. (2) The Vice President: Assists the president in all matters within authority of the President and acts on behalf of the President when the President is absent or unable to perform his duties or authorities.
3. (3) The Secretary-General: Responsible for correspondence, maintaining the Association’s documents, serving as the secretary at committee meetings and general meetings, and performing other duties as assigned by the committee.
4. (4) The Treasurer: Responsible for safeguarding and disbursing the Association's funds, maintaining financial accounts, managing and disbursing the Association's supplies, and performing other duties as assigned by the committee.
5. (5) The Registrar: Responsible for registering members and handling non-financial records of the Association, and performing other duties as assigned by the committee.
   Subject to the provisions of this section, the provisions in Section 7 regarding general meetings shall be applied mutatis mutandis.

     The committee shall arrange for a general meeting of members at least once every 12
months. Such a meeting is called an "ordinary general meeting." Any other general meeting apart from the one mentioned in the previous paragraph is called an "extraordinary general meeting."

28. Agenda of Meeting

1. An ordinary general meeting shall be held annually within 120 days from the end of each fiscal year.
2. If deemed necessary by the committee or upon the request of not less than one-fourth of the total number of members, expressed in a written document submitted to the secretary-general, the executive committee shall convene an extraordinary general meeting within 15 days from the date of the resolution or the date the request is received.

29. Notification for Meeting Invitation

     The committee must send a notification indicating the date, time, venue, and agenda of the general meeting to all members. This notification shall be sent by registered mail to the address listed in the membership register or delivered directly to the member at least 7 days prior to the date of the general meeting.

30. Quorum for General Meeting

     For a general meeting to be considered a quorum, at least half of the total number of ordinary members must be present.

31. The First Meeting without Quorum
     If the general meeting convened at any date and time does not meet the quorum within one hour after the scheduled time, and if the meeting was called at the request of members, it shall be dismissed. If it was not requested by the members, the meeting shall be postponed, and a new notification indicating the date, time, and venue shall be issued within 15 days from the date of the initial general meeting. At the subsequent general meeting, regardless of the number of members present, it shall be considered a quorum.

32. Chairperson of Meetings

     The President of the Association shall act as the chairperson of the meeting. If the President is unable to perform their duties, the Vice President shall act in their place. If both the President and the Vice President are unable to perform their duties, the meeting shall elect one of the committee members to act as the chairperson for that specific meeting.

33. Voting Method in General Meeting

     Only ordinary members have the right to vote, and each ordinary member has one vote. Voting at the general meeting shall be conducted in two ways:

1. By open method: using a show of hands
2. By secret ballot: using written ballots, which can be done when requested by the executive committee or by no less than half of the members present at the meeting

34. Resolution of General Meeting

     Unless otherwise specified in these regulations, the majority vote shall be considered the resolution of the meeting. In the event of a tie, the chairperson of the meeting shall cast an additional vote to make the final decision.

35. Matters Conducted at Annual Ordinary General Meeting

     The matters to be conducted at the annual ordinary general meeting are as follows:

1. approve the minutes of the previous general meeting
2. review the annual report showing the results of the association’s activities over the past year
3. approve the balance sheet
4. elect the association’s committee (in the year when the term is completed).
5. elect the annual auditor and determine their remuneration
6. other matters (if any).

     December 31 of each year shall be regarded as the end of the fiscal year of the trade association.

37. Preparation of Balance Sheet

     The committee shall prepare the balance sheet for the current year as of the end of the fiscal year and submit it to the auditor by the end of February each year. The auditor must complete the audit at least 30 days before the annual general meeting.
     The balance sheet, once certified by the auditor, shall be presented by the committee at the annual general meeting for approval within 120 days from the end of the fiscal year.
     Along with the balance sheet, the committee shall present the annual report showing the Association’s operational results to the general meeting.
     The Association shall send a copy of the annual report showing the Association’s operational results and the balance sheet to the Registrar of Trade Association of Songkhla Province within 30 days from the date of the general meeting.
     Additionally, the annual report and balance sheet shall be kept at the Association’s office for members to inspect upon request.

38. Authority of Auditor

     The auditor elected by the general meeting has the authority to inspect the Association's accounting books and all financial documents. The auditor has the right to question the committee members and any association staff involved with such accounts and documents, and all necessary assistance must be provided for the purpose of the audit.

39. Retention of Accounting Books and Financial Documents

     The accounting books and financial documents must be kept at the Association's office and shall be under the custody and responsibility of the treasurer.

40. Finance of Association

     The treasurer shall be responsible for handling and safeguarding petty cash related to the Association’s activities, not exceeding the amount of 10,000 baht (ten thousand baht only). Any amount exceeding this shall be deposited in a bank in the name of the Association, with the approval of the general meeting.

41. Disbursement of Funds by Association

     The disbursement of funds by the association shall comply with the following regulations:

1. Amounts not exceeding 5,000 baht are under the authority of the treasurer
2. Amounts from 5,000 baht up to 10,000 baht are under the authority of the President of the Association
3. Amounts exceeding 10,000 baht are under the authority of the committee.

42. Authority to Disburse Funds

     The disbursement of funds deposited in the bank shall require the signatures of 2 out of 3 individuals, namely the President, the Vice President, and the treasurer, and must bear the Association's seal.

     These regulations may only be amended, modified, repealed, or supplemented by a resolution of the general meeting, with a vote of no less than two-thirds of the total number of ordinary members present at the meeting.

44. Dissolution of Association

     The Association may be dissolved for any of the following reasons:

1. When a resolution to dissolve is passed at the general meeting by a vote of no less than three-fourths of the total number of ordinary members.
2. In the event of bankruptcy.
3. When ordered by the Minister of Commerce to dissolve under Section 36 of the Trade Association Act, B.E. 2509 (1966).

45. Settlement of Account

     When the Association is dissolved for any of the reasons stated in Clause 44, the settlement of accounts shall be in accordance with the provisions of the Trade Association Act, B.E. 2509 (1966).

• - In the case of dissolution as per clause 44.1, the general meeting shall pass a resolution to appoint a liquidator.
• - If the dissolution is under clause 44.2, all members of the last registered committee of the association with the Registrar of Trade Association of Songkhla Province shall act as the liquidators. If there are any remaining assets after the liquidation, they shall be donated to one or more juristic persons in Thailand with public charity objectives, as decided by the resolution of the general meeting.

47. All founding members shall act as ordinary members.

48. These regulations shall be effective from the date that the registrar of the Chamber of Commerce in Songkhla Province grants permission for its establishment as a Chamber of Commerce onwards.