About

Clause 1 The name of the Foundation shall be “Prajadhipok-Rambhai Barni Foundation.”

The Foundation has no abbreviated name.

Its English name is “Prajadhipok-Rambhai Barni Foundation.”

Clause 2 The emblem of the Foundation shall be the Sakdidet Emblem, with the words “Prajadhipok-Rambhai Barni Foundation” displayed below it. Her Majesty Queen Rambhai Barni, Queen of King Rama VII, former Chairperson of the Foundation, graciously granted permission for the use of this emblem from the establishment of the Foundation, as shown below.

Clause 3 The headquarters of the Foundation is located on the 9th Floor, Prajadhipok-Rambhai Barni Building, Chulalongkorn University, Phayathai Road, Wang Mai Subdistrict, Pathum Wan District, Bangkok 10330, Thailand.

The Foundation has no branch office.

Clause 4 The objectives of the Foundation are as follows:

4.1 To organize, promote, and support activities in honor of His Majesty King Prajadhipok and Her Majesty Queen Rambhai Barni, Queen of King Rama VII.

4.2 To provide operational support to Prapokklao Hospital, Chanthaburi; Prapokklao College of Nursing, Chanthaburi; and Rambhai Barni Rajabhat University.

4.3 To provide scholarships to students of Prapokklao College of Nursing, Chanthaburi; Rambhai Barni Rajabhat University; and the Thai Red Cross College of Nursing, or other forms of support to other educational institutions as deemed appropriate by the Board of Directors.

4.4 To undertake or cooperate with other charitable organizations for the public benefit.

4.5 The Foundation shall not engage in or be involved in political activities in any manner.

Clause 5 The initial assets and capital of the Foundation consist of the assets and funds donated by Her Majesty Queen Rambhai Barni, Queen of King Rama VII, as the Foundation’s initial capital, as of March 31, 1975, totaling 2,715,041.68 baht.

5.1 Cash in the amount of 2,715,041.68 baht (two million seven hundred fifteen thousand forty-one baht and sixty-eight satang).

5.2 Land (if any): No land title deed.

The total value of the Foundation’s assets is 2,715,041.68 baht (two million seven hundred fifteen thousand forty-one baht and sixty-eight satang).

Clause 6 The Foundation may acquire assets through the following means:

6.1 Money or assets bequeathed by will or transferred through other legal acts, provided that such bequest or transfer does not impose any obligation on the Foundation to assume liability for debts or other encumbrances.

6.2 Money or assets donated by persons acting out of goodwill and faith.

6.3 Income or returns generated from the Foundation’s assets.

6.4 Income derived from activities conducted within the scope of the Foundation’s objectives.

Clause 7 Directors of the Foundation shall possess the following qualifications:

7.1 Be at least 30 years of age.

7.2 Not be a bankrupt, an incompetent person, or a quasi-incompetent person.

7.3 Not have been sentenced to imprisonment by a final court judgment, except where the offense was committed through negligence or was a petty offense.

Clause 8 A Director shall vacate office upon:

8.1 Completion of the term of office.

8.2 Death or resignation.

8.3 Ceasing to possess any of the qualifications specified in Clause 7.

8.4 Engaging in conduct or behavior that brings the Foundation into disrepute, and the Board of Directors resolves to remove the Director from office by a vote of not less than three-fourths of the total number of Directors.

Clause 9 The Foundation shall be managed by a Board of Directors consisting of not fewer than 7 members and not more than 15 members.

Clause 10 The Board of Directors shall consist of the Chairperson, Vice Chairperson, Secretary, Treasurer, Assistant Secretary, Assistant Treasurer, and other Directors in such number as deemed appropriate in accordance with Clause 22 of these Regulations.

Clause 11 The appointment of Directors shall be carried out as follows:

At the initial stage, the Directors of the Foundation and the persons appointed to the positions specified in the preceding paragraph shall be those listed in the list of royal names and names of Directors attached to this instrument. In particular, Her Majesty Queen Rambhai Barni, Queen of King Rama VII, shall serve as Chairperson for the duration of Her Majesty’s lifetime. Thereafter, the Board of Directors then in office shall appoint the Chairperson and other Directors in such number as deemed appropriate in accordance with these Regulations.

Clause 12 Directors shall hold office for a term of 4 years. To ensure continuity in the Foundation’s operations, one-half of the Directors initially appointed shall vacate office by drawing lots upon completion of 2 years of service by the Foundation’s first Board of Directors. Directors who vacate office at that time and in subsequent terms may be reappointed as Directors.

Clause 13 The appointment of Directors shall be decided by a majority vote of the meeting of the Board of Directors and shall constitute a resolution of the meeting.

Clause 14 A Director who vacates office upon completion of the term may be reappointed as a Director.

Clause 15 In the event that a Director vacates office upon completion of the term, the outgoing Director shall continue to perform the duties of a Director until the Foundation receives notification of the registration of the newly appointed Directors.

Clause 16 The Board of Directors shall have the power and duty to conduct the affairs of the Foundation in accordance with its objectives and these Regulations, including the following:

16.1 To establish the policies of the Foundation and implement such policies.

16.2 To supervise and control the Foundation’s finances and assets.

16.3 To submit reports on the Foundation’s activities, financial reports, and statements of income and expenditure to the Registrar.

16.4 To implement the resolutions of the meetings of the Board of Directors and act in accordance with the objectives and provisions of these Regulations.

16.5 To issue regulations concerning the operations of the Foundation.

16.6 To appoint or remove one or more Subcommittees to undertake specific activities of the Foundation under the supervision of the Board of Directors.

16.7 To invite qualified experts or individuals who have made exceptional contributions to the Foundation to serve as Honorary Directors.

16.8 To invite distinguished persons to serve as Patrons of the Foundation.

16.9 To invite qualified experts to serve as Advisors to the Board of Directors.

16.10 To appoint or remove the Foundation’s permanent staff.

Any resolution to take action under Clauses 16.7, 16.8, and 16.9 must be approved by a majority vote of the meeting. An Advisor appointed under Clause 16.9 shall serve solely as an Advisor to the Board of Directors that appointed the Advisor.

Clause 17 The Chairperson of the Foundation shall have the following powers and duties:

17.1 To preside over meetings of the Board of Directors.

17.2 To convene meetings of the Board of Directors.

17.3 To represent the Foundation in dealings with external parties and to sign documents, regulations, and other official documents serving as evidence of the Foundation. Such documents shall be valid upon being signed by the Chairperson or a Director duly authorized to act on behalf of the Chairperson.

17.4 To perform such other duties as prescribed by these Regulations or as assigned by resolutions of the Board of Directors.

Clause 18 The Vice Chairperson shall act on behalf of the Chairperson when the Chairperson is unable to perform their duties or when the Chairperson has delegated such authority.

Clause 19 If neither the Chairperson nor the Vice Chairperson is able to preside over a particular meeting, the meeting shall elect one of the Directors to serve as Chairperson for that meeting.

Clause 20 The Secretary shall oversee the affairs of the Foundation, prepare and organize the agenda for meetings, handle general communications and coordination, ensure compliance with the Foundation’s rules and regulations, convene meetings of the Board of Directors at the direction of the Chairperson, prepare minutes of meetings, and prepare reports on the activities of the Foundation.

Clause 21 The Treasurer shall oversee the finances and assets of the Foundation, including its accounts and related documents, and ensure that they are properly maintained and in accordance with the regulations prescribed by the Board of Directors.

Clause 22 The Assistant Secretary shall assist the Secretary and act on behalf of the Secretary whenever the Secretary is unable to perform their duties.

Clause 23 The Assistant Treasurer shall assist the Treasurer and act on behalf of the Treasurer whenever the Treasurer is unable to perform their duties.

Clause 24 Directors holding other positions shall perform duties as assigned by the Board of Directors, with their powers and duties clearly specified in a formal order.

Clause 25 Directors of the Foundation shall have the

Clause 26 The Board of Directors may appoint or remove Subcommittee Members as deemed appropriate. Subcommittees may be appointed as standing subcommittees or for specific purposes on an ad hoc basis. If the Board of Directors has not appointed a Chairperson, Committee Members and Secretary, or other officers of a Subcommittee, the members of that Subcommittee may appoint among themselves persons to hold such positions.

Clause 27 Members of an ad hoc Subcommittee shall hold office until the completion of the tasks assigned to them. Members of a standing Subcommittee shall hold office for the period determined by the Board of Directors. If no such period is specified, they shall hold office only for the term of the Board of Directors that appointed them. A Subcommittee Member who vacates office may be reappointed.

27.1 Subcommittee Members shall perform duties as assigned by the Board of Directors.

27.2 Subcommittee Members shall provide opinions and recommendations to the Board of Directors regarding the matters assigned to them.

Clause 28 The Board of Directors shall hold an Annual General Meeting every year within the month of June. At least one-half of the total number of Directors must attend the meeting to constitute a quorum.

Clause 29 An Extraordinary Meeting may be convened by the Chairperson of the Foundation or upon the request of two or more Directors submitted to the Chairperson or the person acting on behalf of the Chairperson. The quorum requirements under Clause 28 shall apply mutatis mutandis.

Clause 30 The schedule and quorum requirements for meetings of Subcommittees shall be determined by the Board of Directors. Matters relating to the conduct of meetings shall be agreed upon by the respective Subcommittee, while the quorum requirements shall be governed mutatis mutandis by Clause 28.

Clause 31 At meetings of the Board of Directors or a Subcommittee, unless otherwise provided by these Regulations, resolutions shall be adopted by a majority vote. In the event of an equality of votes, the Chairperson of the meeting shall have the casting vote.

For routine or minor matters, the Chairperson of the Foundation may order that a written resolution be obtained in lieu of convening a meeting of the Board of Directors. The Chairperson shall report the resolution and the actions taken pursuant to such resolution to the next meeting of the Board of Directors.

Whether any matter constitutes a routine or minor matter shall be at the discretion of the Chairperson of the Foundation.

Clause 32 At a meeting of the Board of Directors or a Subcommittee, the Chairperson of the Foundation or the Chairperson of the meeting may invite or permit any person deemed appropriate to attend the meeting as an honored guest, observer, or person invited to provide clarification or advice to the meeting.

Clause 33 The Chairperson of the Foundation, or the Vice Chairperson when acting on behalf of the Chairperson, shall have the authority to authorize payments of up to 50,000 baht (fifty thousand baht) per transaction. Any payment exceeding this amount must first be approved by a majority vote of the Board of Directors, and the payment shall subsequently be reported to the Board of Directors at its next meeting.

Clause 34 The Treasurer shall have the authority to hold cash on behalf of the Foundation in an amount not exceeding 5,000 baht (five thousand baht) at any one time, and shall report such amount to the Board of Directors at its next meeting.

Clause 35 The Foundation’s cash and documents evidencing ownership or rights shall be deposited with a bank or other financial institution guaranteed by the government, as deemed appropriate by the Board of Directors. If the Foundation intends to purchase government bonds, such purchase must first be approved by the Board of Directors.

Clause 36 Any instruction to pay or withdraw funds shall require the joint signatures of one of the Vice Chairperson, Treasurer, or Assistant Treasurer, together with the Secretary or one of the Assistant Secretaries, on every occasion before the funds may be disbursed.

Clause 37 Expenditures made in accordance with the Foundation’s objectives, including regular office expenses, shall be paid solely from income or returns generated from the Foundation’s capital assets, funds donated without a specific designation as capital contributions, and income derived from activities organized by the Foundation.

Clause 38 The Board of Directors shall establish regulations governing the Foundation’s finances, accounting, and assets, as well as prescribe the respective powers and duties concerning income and expenditure in addition to those provided for in these Regulations.

Clause 39 The Board of Directors shall prepare a financial statement of the Foundation for the preceding accounting period and submit it to the Annual General Meeting for consideration.

Clause 40 These Regulations may be amended or supplemented only by a resolution of the meeting of the Board of Directors, provided that at least one-half of the total number of Directors are present at the meeting. Any resolution approving an amendment or supplement to these Regulations must be adopted unanimously.

Clause 41 The dissolution of the Foundation shall require a unanimous resolution of the Board of Directors. Upon dissolution for any reason, all remaining assets of the Foundation shall be transferred to the Foundation for the Blind in Thailand, or to another foundation whose objectives are similar to those of this Foundation, as deemed appropriate by the Board of Directors.

Clause 42 In addition to the circumstances prescribed by law, the Foundation shall cease to exist without requiring a court order for dissolution upon the occurrence of any of the following circumstances:

42.1 After the Foundation has been granted permission to register as a juristic person, it fails to receive the full amount of assets pledged to it.

42.2 Two-thirds of the Directors pass a resolution to dissolve the Foundation.

42.3 The Foundation is unable to appoint a sufficient number of Directors to meet the number prescribed in these Regulations.

42.4 The Foundation is unable to continue its operations for any reason.