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Posted

From the minutes of a company limited board meeting:

โดยที่มีคณะกรรมการของบริษัทฯเข้าร่วมประชุมด้วยตนเอง และมอบฉันทะให้ผู้อื่นเข้าร่วมประชุมครบองค์ประชุมตามข้อบังคับของบริษัทฯ

Not entirely clear to me what happens here. My first, very tentative attempt:

[Whereby] The company's Board of Directors attended the meeting in person and gave their authorization to other members present at the meeting [???] according to the binding statutes of the company.

If I have understood the rest, it is specifically the expression ครบองค์ I am having troubles with, but it could be I have misunderstood something else as well. Does ครบองค์ mean something like 'full'; 'unreserved'; 'complete' and describes the nature of the authorization?

EDIT 1: I just thought of something else. Could it be that ครบองค์ means ' unanimous ', i.e. องค์ is the classifier for คณะกรรมการของบริษัทฯ ?

Thanks in advance. :o

Posted

Domnern-Sathienpong: ครบองค์ประชุม = to have a quorum. I believe the entire phrase, "ครบองค์ประชุมตามข้อบังคับของบริษัทฯ" means "to have a quorum according to the by-laws of the company." One question: ". . . ของบริษัทฯเข่าร่วมประชุม . . . "; should it be "เข้าร่วม"?

Posted (edited)

I think it should be segmented ครบ องค์ประชุม, which means to have a quorum, have enough of the necessary people according to company regulations to be empowered to make decisions.

EDIT: 45 seconds too late...

Edited by Rikker
Posted

Thanks guys, well spotted on the tone marker too David - edited.

I'm not too up on the English legalese as you can see; luckily I don't actually translate into English though. :o

What about the passage about authorization มอบฉันทะให้ผู้อื่นเข้าร่วมประชุม - in my translation it seems rather vague. Can you see something more specific in there that I may be missing?

Posted
Thanks guys, well spotted on the tone marker too David - edited.

I'm not too up on the English legalese as you can see; luckily I don't actually translate into English though. :o

What about the passage about authorization มอบฉันทะให้ผู้อื่นเข้าร่วมประชุม - in my translation it seems rather vague. Can you see something more specific in there that I may be missing?

I read it a little different. Rather than "gave their authorization to other members present at the meeting" I would say ...gave their authorization for others to attend the meeting" (thus gaining a quorum).

Posted

"มอบฉันทะให้ผู้อื่นเข้าร่วมประชุม" I believe this means, "gave their proxy to others who are attending the meeting."

Posted
"มอบฉันทะให้ผู้อื่นเข้าร่วมประชุม" I believe this means, "gave their proxy to others who are attending the meeting."

Yes, I think David's right.

Posted
"มอบฉันทะให้ผู้อื่นเข้าร่วมประชุม" I believe this means, "gave their proxy to others who are attending the meeting."

Yes, I think David's right.

Perfect no less.

AjarnP

Posted (edited)

To go into a little more detail about มอบฉันทะ .. it's my understanding that this word means having legal authority to act in someone's name or behalf. That is, you can't just send your cousin to the meeting, but rather the person has to be legally authorized to act as your proxy, with a ใบมอบฉันทะ legal document.

Do I have that right?

Edited by Rikker
Posted
To go into a little more detail about มอบฉันทะ .. it's my understanding that this word means having legal authority to act in someone's name or behalf. That is, you can't just send your cousin to the meeting, but rather the person has to be legally authorized to act as your proxy, with a ใบมอบฉันทะ legal document.

Do I have that right?

A "proxy" is a legal document. The following is from a legal dictionary:

"In corporate law, a proxy is the authority to vote stock. This authority is generally provided by the charter and bylaws of a corporation or by a state statute. If authority is not provided, a stockholder cannot vote by proxy. The record owner of the stock whose name is registered on the corporate books is the only individual who can delegate the right to vote. In the absence of an express requirement, no particular form is necessary for a proxy. It must, however, be evidenced by a sufficient written grant of authority. A proxy is not invalid if minor errors or omissions appear on the document."

Most U.S. public companies in today's world provide for shareholders to vote by proxy, often with authorization given through the Internet.

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