Name, emblem, and office location
||The Foundation’s name is “PEACE AND HAPPINESS FOUNDATION”.
||The emblem of the Foundation is a picture of two hands raising a lotus above water, as shown here:
||The headquarters of the Foundation is located at:
65/62 Chamnan Phenjati Business Center Bldg., 6/F, Rama 9 Road, Huaykwang Sub-District, Huaykwang District, Bangkok 10320
||Objectives of the Foundation are
4.1 To provide free education for the poor children and less fortunate people;
4.2 To perform, or to cooperate with other charitable institutions for public benefits; and
||4.3 Not to involve in any political activities.
Funds, assets and the acquisition of assets
||The initial assets of the Foundation is 5.1 Cash of 200,000 Baht (Two Hundred Thousand Baht). Total asset is 200,000 Baht (Two Hundred Thousand Baht).
||The Foundation can acquire its assets through the following means
6.1 Cash or assets donated by wills or other legal acts that are free from any obligations or liabilities;
6.2 Cash or assets donated by altruistic people;
6.3 Yields from the assets of the Foundation; and
6.4 Incomes generated from the activities organized by the Foundation.
Qualification and termination of Board Members
||Each Board Member shall possess the following qualification
7.1 Shall not be less than 20 years of age;
7.2 Shall not be a bankrupt or incapacitated or quasi-incapacitated person; and
7.3 Have never been sentenced to imprisonment, except for negligence, or petty offence.
||Membership of a Board Member is terminated for the following reasons
8.1 When the Member completes the term; or
8.2 When the Member dies or resigns; or
8.3 When the Member lacks the qualification stated in Section 7; or
8.4 When the Member behaves and acts maliciously, and the Board of the Foundation has a resolution to dismiss the Member by a majority of not less than one-half of the number of the Board Members.
Operation of the Board of the Foundation
||The Foundation is operated by a Board of at least 10 (Ten) and not more than 60 (Sixty) Members, consisting of
9.1 Executive Directors, who have the duties to manage the operation of the Foundation; and
9.2 Ordinary Directors, who are all the Foundation’s board Members, some of whom may also be Executive Directors.
||The Executive Directors shall comprise
10.2 Vice President – Management and Administration;
10.3 Vice President – Finance/Treasurer;
10.4 Vice President – Accounting;
10.5 Vice President – Operations;
10.6 Secretary; and
10.7 Other Executive Directors as necessary to the Foundation’s operation.
||The election of Executive Directors shall be done as follows:
11.1 The meeting of the current Board Members shall elect the President and all the other Executive Directors, the resolution of which is passed by the majority of the votes;
11.2 In case in the election of any position of Executive Directors, there is only one nominee and there is no majority of votes to elect him/her for the position, the President can appoint a Board Member to take such position; and
11.3 In case in the election of any position of Executive Directors, no one is nominated for the position, the President can appoint a Board Member to take such position.
||The election of an Ordinary Director shall be done by the meeting of the current Board Members, the resolution of which is passed with the majority of the votes.
||Terms of the Board Members:
Executive Directors shall remain in the position for 1 year; and
Ordinary Directors shall remain in the position for 1 year.
||Ordinary Directors and Executive Directors who completed their term may be re-elected.
|The Board Members whose term has been completed shall hold office until the newly elected Board Members have been registered with the authority.
When there is a vacancy of Board Members, the remaining Board Members shall appoint another person to fill the vacancy. However the person so appointed shall retain his office until such time as the replaced Board Member was entitled to.
Authority and Duty of the Board of the Foundation
||The Board of the Foundation has the authorities and duties to manage the Foundation in line with the Foundation’s objectives and Bylaws. Such authorities and duties are:
17.1 To establish and execute the policies of the foundation;
17.2 To control the finance and the properties of the Foundation;
17.3 To submit operation reports, financial reports and income and expense accounts to the Registrar;
17.4 To operate the Foundation in accordance with the resolutions of the Board’s meeting and the objectives of the Bylaws;
17.5 To issue rules and regulations for the operation of the Foundation;
17.6 To appoint one or more sub-committee to perform specific functions of the Foundation under the Board’s supervision and to dismiss them;
17.7 To invite academics or persons who are of benefit to the Foundation to be Honorary Board Members;
17.8 To invite dignitaries to be the benefactors of the Foundation;
17.9 To invite academics to be consultants to the Board Members; and
17.10 To appoint or dismiss full-time employees of the Foundation.In performing the duties in paragraphs 17.5, 17.6, and 17.7, a resolution must be passed with the majority of the votes in the Board Meeting.The execution of paragraphs 17.8, 17.9, 17.10 can be performed by an approval jointly signed by the President and three Vice Presidents without a resolution from the Board meeting. The consultant from paragraph 17.9 shall be the consultant of the inviting Board Member only.
||The President of the Foundation has the following authorities and duties:
18.1 To preside over the meeting of the Board of the Foundation;
18.2 To call a meeting of the Board of the Foundation;
18.3 To represent the Foundation in contacting a third party; – In signing documents to bind the Foundation, the President shall jointly sign with one Vice President.
18.4 To perform other duties according to the Bylaws and resolutions of the Board of the Foundation.
||The Vice Presidents of the Foundation shall act on behalf of the President when authorized to do so.
In the event that the President is unable to perform his/her duties and has not authorized any Vice Presidents to act on his/her behalf, a meeting of the Executive Directors shall elect a Vice President to act on behalf of the President until the President is able to perform the duties or until the Board of the Foundation has a resolution to appoint a new President.
||If the President is unable to perform his/her duties at any one meeting, the Assembly shall elect any oneBoard Member to preside over that meeting.
||The Secretary of the Foundation has the duties to organize the Board meetings called by the President of the Foundation, to facilitate the meetings, to prepare minutes of meetings, to assist the President in the areas of documents, communication and coordination, and to maintain the rules and regulations of the Foundation.
||Duties of Vice Presidents22.1 Vice President – Management and Administration: has the duties to control and manage administrative function, human resource, purchasing and general management in accordance with the regulations laid down by the Board of the Foundation.
22.2 Vice President – Finance/Treasurer: has the duties to raise fund, control and manage the finance and properties of the Foundation in accordance with the regulations laid down by the Board of the Foundation.
22.3 Vice President – Accounting: has the duties to control the Foundation’s accounts and the related documents in accordance with the regulations laid down by the Board of the Foundation.
22.4 Vice President – Operations: has the duties to control and manage the field operations in accordance with the regulations laid down by the Board of the Foundation.
||For other Executive Directors, the Board shall assign duties to each position in writing clearly specifying the authority and duties.
||Each Board Member shall have the right to attend Board Members’ meetings, Executive Directors’ meetings and Sub-committee’s meetings.
||The Board of the Foundation can appoint or dismiss any Sub-committee as may be deemed appropriate. A Sub-committee can be regular or ad hoc. In the event that the Board has not elected the Chairman of the Sub-committee, or the secretary, or any other positions of the Sub-committee, the Sub-committee shall elect ones from among themselves.
||The Sub-committee shall hold office until the assigned task has been accomplished. The regular Sub-committee shall hold office for the duration assigned to by the Board of the Foundation. If the duration has not been specified, the regular Sub-committee shall hold office until the end of the term of the Board appointing them. The expired Sub-committee members may be re-appointed.
26.1 The Sub-committee has to perform the functions assigned to them by the Board of the Foundation.
26.2 The Sub-committee has to offer their opinions on the functions assigned to them to the Board of the Foundation.
Meetings of the Board and Sub-committee
||The Board of the Foundation must call an Annual General Meeting within September of every year.
||Other meetings, which are called extraordinary meetings, can be held upon request of the President of the Foundation, or when at least one-fifth of the Board Members has made a request for such a meeting to the President or responsible person.To constitute a quorum, the number of attendees shall be at least one-half of the total number of the Board Members.
||To organize a meeting of each Sub-committee, it is to be agreed upon among the Sub-committee members, and the quorum shall consist of at least two-thirds of the total number of such Sub-committee’s members.
||In the meeting of the Board of the Foundation or of the Sub-committee, if the Bylaws does not specify otherwise, the resolution shall be passed with a simple majority. In the event of an equality of votes, the president of the meeting shall have the casting vote.
||In the meeting of the Board of the Foundation or of the Sub-committee, the President of the Foundation or the president of the meeting, has an authority to invite or allow appropriate persons to join the meeting as honorable guests, or observers, to provide clarification or consultation to the meeting.
||In the meeting of the Board of the Foundation or of the Sub-committee, the Board Members or the Sub-committee members may attend the meeting in person or by proxy.A meeting which has some or all attendees attending via VDO conference, if the number of all attendees constitutes a quorum in compliance with the Bylaws, is valid.
||The financial authorities are as follows:
32.1 The President of the Foundation can authorize a payment of not more than 100,000 Baht (One Hundred Thousand Baht).
32.2 The President of the Foundation and one Vice President, totally 2 persons, can authorize a payment of not more than 500,000 Baht (Five Hundred Thousand Baht).
32.3 The payment of more than 500,000 Baht (Five Hundred Thousand Baht) must be approved by a simple majority of the Board of the Foundation except in case of emergency, the President, together with two Vice Presidents, totally 3 persons can approve the payment. This matter shall be reported to the Board of the Foundation in the next Board Meeting.
||The President of the Foundation and Vice Presidents each may assign to a Foundation’s employee under his/her supervision a petty cash of Baht 100,000 (One Hundred Thousand Baht) in accordance with the regulations laid down by the Board of the Foundation.
||The Foundation shall deposit Cash or legal title documents with a bank or any other financial institutions or purchase government bonds as is deemed appropriate by the Board of the Foundation.
||Every cheque must bear the signatures of the President and one Vice President, totally 2 persons.
||The spending according to the objectives of the Foundation including the costs of administration and management shall be paid from the yields of the Foundation’s assets, incomes from the Foundation’s activities, and money donated to the Foundation, except for the donation with a specified purpose.
||The Board of the Foundation shall lay down regulations on finance, accounting, and assets of the Foundation as well as authorities and duties concerning receipt and payment of funds in addition to what is prescribed in the Bylaws.
||The accounting period of the Foundation is from 1st June to 31st May of every year.
||Vice President – Accounting shall present to the Annual General Meeting of the Board the previous accounting year’s financial statements which have been audited by a licensed auditor, who was appointed by the Board Meeting.
Amendments of Bylaws
||The amendment of the Bylaws can only be done in the meeting of not less than three-fourths the Board Members of the Foundation. A majority of not less than two-thirds of the number of the Board Members present at the meeting can approve the amendment.
Dissolution of the Foundation
||The termination of the Foundation shall occur not only by law, but also by the following causes without any judicial orders:41.1 When the Foundation cannot function any further whatsoever the causes; or
41.2 When a two-third majority of the Board of the Foundation approves the dissolution; or
41.3 When the Foundation cannot recruit the required number of the committee specified by the Bylaws.
||Upon the termination of the Foundation by the Board’s resolution or any other reasons, all the remaining assets of the Foundation shall be passed on to the Foundation for the Blind of Thailand under the Royal Patronage for use in the operation of the Home for the Blind Children with Multiple Disabilities.
||In case of any doubts in the interpretation of any sections of the Bylaws of the Foundation, a simple majority of the Board Members present shall make a ruling.
||The Civil and Commercial Code shall be applied to any case that is not prescribed in the Bylaws of the Foundation.
||The Foundation shall not operate for anybody’s benefits except for the objectives prescribed in the Bylaws.