Articles of Association - Revised as at 7th October 2000

The Club’s goals are to promote Thailand as a world-class diving destination by:
Setting professional standards for dive centers in Thailand.
Being actively involved in coastal resources management & protection.
Co-operate with the authorities as a united group for volunteer services.
Promoting the business interests of Thailand’s diving community.
Promoting safety at sea for all tourists.
Promoting awareness & career development in the Diving Sport for Thai citizens.
It is at no time, intended that the Club starts a business of its own, in whatsoever way.
Pursue interest of members through a dialogue with authorities and interested parties

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REFERENCES
1. References in these regulations to the Ordinance shall mean the Thai Civil Code 'Association' Clause 87 – 109. The following Regulations shall constitute the Regulations of the Club. In these Articles words and expressions defined in the Ordinance shall have the same meaning and, unless otherwise required by the context, the singular shall include the plural and vice-versa, the masculine shall include the feminine and neuter and references to persons shall include corporations and all legal entities capable of having a legal existence.

CAPITAL
2. The Capital of the Club is, at the moment of initiating, zero.

MEMBERSHIP
3. a.) Dive Boat Operator Members (Full voting member with 3 Votes)
Membership fee p.y.: Baht 10,000 incl. Lawyer Found

b.) Dive Operator Members (Full voting member with 2 Vote)
Membership fee p.y.: Baht 6,000 incl. Lawyer Found

c.) Contributory Members (voting member with 1 Vote)
Membership fee p. y.: Baht 2,500 incl. Lawyer Found

d.) Honorary Members (no right to vote)
Membership fee. p.y.: none

e.) Candidate Members (no right to vote)

f.) Sub-members (no right to vote)
Membership fee p.y.: Baht 1,000

* Any applicant for full membership with voting rights has to show a valid T.A.T. license, Company registration, tax license, and obey the Thai-laws, rules and regulations of the departments involved.

MEMBERSHIP CERTIFICATE
4. Every person, whose name is entered, as a member in the membership register shall, after payment of membership fees, be entitled to a certificate signed by the president and treasurer or two members of the committee of the Club. No joint membership is possible.
5. If a certificate is worn out or lost it may be renewed on production of the Worn-out certificate, or on satisfactory proof of its loss together with such indemnity as the committee members may reasonably require. Any member receiving a certificate shall indemnify and hold the Club and its committee harmless from any loss or liability, which it or they may incur by reason of, wrongful or fraudulent use or representation made by any person by virtue of the possession of such certificate.

MEMBERSHIP FEES
6. Membership of the Club shall be issued for payment of membership fees only.
7. The committee members may (by resolution) declare changes to the membership fee, whereas at the first year of establishment, the members to this resolution may fix a one year’s membership fee. Membership shall start on each 1st June until 31st May of the following year, whereas the first year membership will start at any time the club has been established until the 31st May 2001.
8. Subject to the provisions of the Ordinance in this regard, membership may be issued on the terms that they are redeemable, or, at the option of the Club, are liable to be redeemed on such terms and in such manner as the committee before, or at the time of the issue of the membership, may determine.
9. The committee may redeem any such membership at no cost.

DIVIDENDS
10. The Club is a non-profitable club and therefore no dividends will be paid to any of its members.

TRANSFER OF MEMBERSHIP
11. Registered membership of the Club may not be transferred whatsoever.
12. No bearer membership certificates are allowed to be issued.

TRANSMISSION OF MEMBERSHIP
13. The transmission of membership is not allowed.

FORFEITURE OF MEMBERSHIP
14. Where membership of the Club is issued
(i) Where Members are operating any diving business knowingly, without fulfilling the full obligation by law, or regulations by any department involved in issuing licenses, which may time to time, change. In case of change of regulations, requirements or laws, the committee has to give written notice to its members, fixing a time-period each member will have to comply by these changes to regulations or laws.
(ii) Where Members are employing foreign staff without obtaining the proper work-permit.
(iii) Where notice has been issued and the requirements of the notice have not been complied with, the committee may, at any time, by resolution of the committee forfeit and cancel the membership to which the notice relates.
(iv) Where Members, or employees of a member, willingly allow staff or customers to engage in spear fishing, shell or coral collecting, fishing or anchoring on the reef, garbage dumping at sea or any damage or destruction to coral or other marine resources.
The Club shall have no obligation to refund any monies to the member whose membership has been cancelled and that member shall be discharged from any further obligation to the Club.

PROCEDURES TO FORFEITURE OF MEMBERSHIP
15. The committee has to make an investigation (to any form of breach of the Thai-Law or rules and regulations of department involved, or rules to the articles of association brought to their attention) and has to give written notice to the member under investigation, to give a written statement within 14 day’s after receipt of said notice. The Committee can appoint a sub-committee on that matter, whereas the committee or sub-committee has the right to conduct interviews with the accused member and/or witnesses. The Committee has the time-period of not more than 45 days to finalize the investigation and inform the accused of their conclusion and forfeiture of membership (if applicable). During any investigation the accused member still holds full rights and benefits of a membership. Forfeit members have the right to re-apply after 6 (six) month commencing from the day of forfeiture of membership.
16 . The committee may convene meetings of the members of the Club at such times and in such manner and places as the committee consider necessary or desirable, and they shall convene such a meeting upon the written request of members of more than 20 % (twenty percent) of the members in the Club, whereas at least 2 (two) membership meetings a year have to be held.
17. Seven days notice, at the least, specifying the place, the day and the hour of the meeting, and the general nature of the business to be conducted, shall be given in such a manner hereinafter mentioned to such persons whose names, on the date the notice is given, appear as members in the membership register of the Club, and are entitled to vote at the meeting, and to the agent or attorney of the record of the holders of membership.
18. A meeting of the members shall be deemed to have been validly held, notwithstanding that it is held in contravention of the requirement to give notice in Regulation 16, if notice of the meeting is waived by at least 60 per cent in number of the members having a right to attend and vote at the meeting; and for this purpose, the presence of a member at the meeting shall be deemed to constitute waiver on their part.
19. The inadvertent failure of the committee to give notice of a meeting to a member or to the agent or attorney as the case may be, or the fact that a member or such agent or attorney has not received the notice, does not invalidate the meeting.

PROCEEDINGS AT MEETINGS OF MEMBERS
20. No business shall be transacted at any meeting unless a quorum of members is present at the time when the meeting proceeds to business. A quorum shall consist of the member present in person or by proxy of not less than one-third of the members.
21. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall be dissolved and a new meeting shall be called in, within at least 7 (seven) days from the last meeting, whereas in this, a quorum shall consist of the member present in person or by proxy, of not less than 20 percent of the members present at the time when the meeting proceeds to business.
22. At every meeting the president shall be the Chairman. In case the President is not present at that meeting the members shall choose someone from the committee members to be the Chairman. In case the members are unable to choose a Chairman for any reason, then the person representing the greatest number of voting members present at the meeting, shall preside as Chairman, failing which, the oldest individual committee member shall take the chair.
23. The Chairman may, with the consent of the meeting, adjourn any meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
24. At any meeting a resolution put to the vote of the meeting, shall be decided on a show of hands by simple majority unless a poll is (before or on the declaration of the result of the show of hands) demanded
(a) by the Chairman; or
(b) by any member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting.
25.Unless a poll be so demanded, a declaration by the Chairman that a resolution has, on a show of hands, been carried, and an entry to that effect in the book containing the minutes of the proceedings of the Club, shall be sufficient evidence of the fact, without proof of the number or proportion of the votes recorded in favor of or against such resolution.
26. If a poll is duly demanded it shall be taken in such manner as the Chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll may be withdrawn.
27. In the case of an equality of votes, whether on a show of hands, or on a poll, the Chairman of the meeting at which the show of hands takes place, or at which the poll is demanded, shall be entitled to a second or casting vote.

VOTES OF MEMBERS
28. At any meeting of members, whether on a show of hands or on a poll every holder of a voting membership present (Dive Operator Members) in person or by proxy shall have one vote.
29. A resolution which has been notified to all members, for the time being entitled to vote and which has been approved by a majority of the votes of those members in the form of one or more documents in writing or by facsimile, telex, telegram, cable or other written electronic communication (e-mail) shall forthwith, without the need for any notice, become effectual as a resolution of the members.
30. Votes may be given either personally or by proxy.
31. The instrument appointing a proxy shall be produced at the place appointed for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote.
32. An instrument appointing a proxy shall be in such form, as the Chairman of the meeting shall accept as properly evidencing the wishes of the member appointing the proxy.
33. The instrument appointing a proxy shall be in writing under the hand of the appointed unless the appointee is a corporation or other form of legal entity. The Chairman of any meeting at which proxy so authorized casts a vote may call for a notary certified copy of such authority, which shall be produced within 7 days of being so requested, or the vote or votes cast by such proxy shall be disregarded.

CORPORATIONS OR TRUSTS ACTING BY REPRESENTATIVES AT MEETINGS
34. Any corporation or other form of corporate legal entity, or any voting trust which is a member of the Club, may by resolution of its directors, trustees or other governing body, authorize such a person as it thinks fit to act as its representative at any meeting of the members of the Club, and the person so authorized shall be entitled to exercise the same powers on behalf of the corporation or trust which he represents as that corporation or trust could exercise if it were an individual member of the Club.
35. The first committee members shall be elected by the subscriber(s) to the Memorandum. Thereafter, additional committee members may be elected either by the members or the existing committee for such term as the members may determine.
36. Each committee member holds office until his successor takes office, or until his earlier death, resignation or removal.
37. A vacancy arising in the committee may be filled either by the members or by the remaining committee members.
38. A committee member shall be a fully paid up member holding a valid member-certificate and shall be entitled to attend and speak at any meeting of the members and at any separate meeting of the holder’s membership in the Club.
39. The committee may, by resolution, fix the emoluments of committee members in respect of services rendered or to be rendered in any capacity to the Club. The committee members may also be paid such expenses properly incurred by them solely in connection with the business and for the benefit of the Club as shall be approved by resolution of the committee.
40. The office of committee members shall be vacated if the member
(a) is removed from office by a resolution of members or by a resolution of at least two third of the committee members, or
(b) becomes bankrupt, or makes any arrangement or composition with his creditors generally, or
(c) becomes of unsound mind, or of such infirm health as to be incapable of managing his affairs, or
(d) resigns his office by notice in writing to the Club.
41. A committee member may hold any other office or position of the Club (except that of auditor) in conjunction with his office of committee member, and may act in a professional capacity to the Club on such terms as to remuneration and otherwise as the committee members shall arrange.

OFFICERS
42. The members of the Clubs may, by a resolution, appoint officers of the Club at such times as shall be considered necessary or expedient, and such officers may consist of a group of people.
43. Any person may hold more than one office and no officer need to be a committee member. The officers shall remain in office until removed from office by the committee, whether or not a successor is appointed.
44. Any officer who is a body corporate may appoint any person its duly authorized representative for the purpose of representing it and of transacting any of the business of the officers.

POWERS OF THE COMMITTEE
45. The business of the Club shall be managed by the committee members who may pay all expenses incurred preliminary to, and in connection with, the formation of the Club, and may exercise all such powers of the Club as are not (by the Ordinance or by these Regulations) required to be exercised by the members subject to any delegation of such powers, as may be authorized by these Regulations, and to such requirements as may be prescribed by resolution of the members. But no requirement made by resolution of the members shall prevail if it is not consistent with these Regulations nor shall such requirement invalidate any prior act of the committee members, which would have been valid, if such requirement had not been made.
46. The Board of the committee may entrust to, and confer upon, any committee member or officer, any of the powers exercisable by it, upon such terms and conditions, and with such restrictions as it thinks fit, and either collateral with, or to the exclusion of, its own powers, and may from time to time revoke, withdraw, alter or vary all or any of such powers. The committee members may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall, in the exercise of the powers so delegated conform to any regulation that may be imposed on it by the committee members.
47. The committee members may from time to time and at any time by power of attorney, appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the committee members, to be the attorney or attorneys of the Club for such purposes and with such powers, authorities and discretion’s (not exceeding those vested in, or exercisable by, the committee members under these Regulations) and for such period and subject to such conditions as they may think fit, and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the committee members may think fit and may also authorize any such attorney to delegate all or any of the powers, authorities and discretion vested in him, except that no officer or attorney of the Club may have any power of authority with respect to matters requiring a resolution of committee members under the Act, nor may any officer or attorney have any power to pass or purport to pass resolutions on behalf of the Club.
48. Any committee member who is a body corporate may appoint any person its duly authorized representative for the purpose of representing it at Board Meetings and of transacting any of the business of the committee members.
49. All checks, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for monies paid to the Club, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the committee members shall, from time to time, by resolution, determine.
50. The committee members may exercise all the powers of the Club, whereas it is not allowed to borrow money and to mortgage or charge its undertakings, property and uncalled capital or any part thereof.
51. The continuing committee members may act notwithstanding any vacancy in their body, save that if the number of committee members shall have been fixed at 5 (five) or more persons and by reason of vacancies having occurred in the Board there shall be only one continuing committee member, he shall be authorized to act alone only for the purpose of appointing another or other members.

PROCEEDINGS OF COMMITTEE MEMBERS MEETING
52. The meetings of the committee members and any committee thereof, shall be held at such a place or places, as the committee members shall decide.
53. The committee members may elect a Chairman of their meetings and determine the period for which he is to hold office; but if no such Chairman is elected, or if at any meeting the Chairman is not present at the time appointed for holding the same, the committee members present may choose one of their number to be Chairman of the meeting.
54. The committee members may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes; in case of an equality of votes the Chairman shall have a second or casting vote. A committee member may at any time summon a meeting of the members.
55. Committee members shall be given not less than three days notice of a meeting of the committee.
56. Notwithstanding the Regulations above, a meeting of committee members held in contravention of that regulation shall be valid if a majority of the members entitled to vote at the meeting have waived the notice of the meeting; and, for this purpose, the presence of a member at the meeting shall be deemed to constitute waiver on their part.
57. The inadvertent failure to give notice of a meeting to a committee member, or the fact that a member has not received the notice, does not invalidate the meeting.
58. A meeting of committee members is duly constituted for all purposes if at the commencement of the meeting there are present in person, or by alternate not less than one-third of the total number of members with a minimum of two.
59. If within half an hour from the time appointed for the meeting a quorum of one third of the total number of committee members is not present the meeting shall be dissolved.
60. Any one or more members of the Board of committee or any committee thereof' may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
61. A resolution approved by a majority of the committee members, for the time being entitled to receive notice of a meeting of the directors or of a committee of the members, and taking the form of one or more documents in writing, or by facsimile, telex, telegram, cable or other written electronic communication (e-mail) shall be as valid and effectual, as if it had been passed at a meeting of the committee members or of such committee duly convened and held, without the need for any notice.

INDEMNITY
62. Subject to the provisions of the Ordinance and of any other statute, for the time being in force, every committee member or other officer of the Club shall be entitled to be indemnified out of the assets of the Club against all losses or liabilities which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto, and no committee member or other officer shall be liable for any loss, damage or misfortune which may happen' to, or be incurred by the Club in the execution of the duties of his office, or in relation thereto.

BOOKS AND RECORDS
63. The Club shall keep such accounts and records as the committee members consider, necessary or desirable in order to reflect the financial position of the Club.
64. The Club shall keep minutes of all meetings of committee members, members, committees appointed, committees of officers and committees of members, and copies of all resolutions consented to by committee member, members, committees appointed, committees of officers and committees of members.
65. The books, records and minutes required' by Regulations above shall be kept at the Clubs Office or at such other place as the committee determine, and shall be open to the inspection of the committee members at all times.
66. The committee members have to, at least 4 times a year on request of at least 20 % (twenty percent) of the members, determine whether and to what extent and at what times and places and under what conditions or regulations the books, records and minutes of the Club shall be open to the inspection of members not being committee members, and no member (not being a committee member) shall have any right of inspecting any book, record, minute or document of the Club except as conferred by Law or authorized by resolution of the committee members.

AUDIT
67. The committee members may by resolution, call for the accounts of the Club to be examined by an auditor-or auditors (holding a certificate by any country) appointed by them at such remuneration as may from time to time be agreed.
68. The auditor may be a member of the Club but no committee member or officer shall be eligible during his continuance in office.
69. Every auditor of the Club shall have a right of access, at all times, to the books of account and vouchers of the Club, and shall be entitled to require from the officers of the Club such information and explanations as he thinks necessary for the performance of his duties.
70. The report of the auditor shall be annexed to the accounts upon which he reports, and the auditor shall be entitled to receive notice of, and to attend, any meeting at which the Clubs audited profit and loss account and balance sheet is to be presented.

NOTICES
71. Any notice, information or written statement required to be given to members shall be served in the case of members holding a valid membership certificate, by mail (airmail service if available) addressed to each member at the address shown in the membership register;
72. Any notice, if served by post, shall be deemed to have been served within. ten days of posting, and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and put into the Post Office.

WINDING UP
73. If the Club shall be wound up, the Liquidator may, in accordance with a resolution of members, donate all assets or funds to the Marine Biological Center Phuket.

ARBITRATION
74. Whenever any difference arises between the Club, on the one hand, and any of the members, their executors, administrators or assigns, on the other hand, touching the true intent and construction or the incidence or consequences of these presents or of the Ordinance touching anything done or executed omitted or suffered in pursuance of the Ordinance or touching any breach, or alleged breach, or otherwise relating to the premises, or to these presents or to any Ordinance affecting the Club or to any of the affairs of the Club such difference shall, unless the parties agree to refer the same to a single arbitrator be referred to two arbitrators, one to be chosen by each of the parties to the difference, and the arbitrators shall, before entering on the reference, appoint an umpire.
75. If either party to the reference makes default in appointing an arbitrator either originally or by way of substitution (in the event that an appointed arbitrator shall die, be incapable of acting or refuse to act) for ten days after the other party has given him notice to appoint the same, such other party may appoint an arbitrator to act in the place of the arbitrator of the defaulting party.

AMENDMENT TO ARTICLES
76. The Club may alter or modify the conditions contained in these Regulations as originally drafted or as amended from time to time by a resolution of at least two third (2/3) of the Club’s members.