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Last active May 23, 2025 12:39
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Concerns about Changing the Chinag Mai Expat Club Legal Entity from an Association to a Partnership
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expat-club-partnership-concerns.md

Questions about Converting from an Association to a Partnership

The following statements and questions are based on the best of my knowledge, which may be flawed. Please assume that if something is incorrect, this is unintentional, and please correct it. I may add to the original 7 questions over time.

The proposed constitution change includes changing the legal entity of the club from an association to a partnership including all board members as partners. One main benefit of this is to be able to open a bank account to be owned by the organization rather than an individual in the organization's leadership.

I have the following questions about this arrangement:

  1. If a partnership offers this huge benefit (with which other organizations in Thailand have struggled), why aren't more organizations using this strategy?

  2. Would this partnership agreement be made available to the public before signing? After? Not at all?

  3. What is the nature of the ownership and liability of the partners? In general, partners' liability is joint and several, i.e. if money for a liability could not be collected from all but one of the partners, that one partner could be pursued for the entire amount.

  4. Currently, if the individual accountholder absconds with the club's funds, the board members are not liable. If the account signer of the partnership did the same, would the remaining board members be required to reimburse the club for the loss?

  5. In some partnerships, when a partner (in the club's case, also board member) joins or leaves, the partnership dissolves and needs to be recreated. This would be extremely disruptive. Would the partnership agreement include wording to eliminate that risk? What other risks would take its place?

  6. Would a partnership require stricter recordkeeping and involve more accountability than an association? More ongoing accounting and legal costs?

  7. To what extent would these increased risks deter individuals even more from being willing to join the board?

These and other questions lead me to the conclusion that it is not possible to make an informed decision about the constitution change until we can see the partnership agreement that will be executed following it.

I urge current and prospective board members to be extremely careful about becoming a partner in this partnership; although one may assume benevolent intent, there may be gotchas that you would be better off avoiding.

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