Decision No. 40/2004/QD-BNV Regarding the Approval of the Charter of the Association of Enterprises with Foreign Direct Investment in Vietnam

 

Pursuant to …;

Regarding the approval of the Charter of the Vietnam Association of Foreign-Invested Enterprises

THE MINISTER OF THE MINISTRY OF HOME AFFAIRS

Pursuant to Decree No. 102/SL-L004 dated May 20, 1957 on the right to establish Associations;

Pursuant to the Government's Decree No. 45/2003/NĐ-CP dated May 9, 2003 on the functions, tasks, powers, and organizational structure of the Ministry of Home Affairs;

Pursuant to the Government's Decree No. 88/2003/NĐ-CP dated July 30, 2003 on organization, operation, and management of Associations;

Considering the proposal of the Chairman of the Vietnam Association of Foreign-Invested Enterprises and the Director of the Department for Non-Governmental Organizations,

DECISION:

Article 1. Approves the Charter of the Vietnam Association of Foreign-Invested Enterprises which was adopted at the First Term General Assembly on March 24, 2004.

Article 2. The Standard Measurement Quality Control Department shall be responsible for organizing and guiding the implementation of the Regulations adopted herein.

Article 3. The Chairman of the Vietnam Association of Foreign-Invested Enterprises and the Director of the Department for Non-Governmental Organizations shall be responsible for implementing this Decision.

 

CHARTER OF THE ASSOCIATION OF FOREIGN-INVESTED ENTERPRISES IN VIETNAM

 

PART I
Name of the Association:

Article 1.The Association is named the Vietnam Association of Foreign-Invested Enterprises (referred to as the Foreign Investment Enterprise Association).

English name: Association of Foreign Invested Enterprises

Abbreviation: AFIE.

Article 2.The Foreign Investment Enterprise Association is a voluntary organization of Vietnamese parties in foreign-invested enterprises, joint venture contracts, and representatives of organizations or individuals operating in the field of foreign investment under the Law on Foreign Investment and economic organizations of all forms of ownership in Vietnam related to foreign investment.

The purpose of the Association is to link and cooperate without profit motives to protect the legitimate rights and interests of members, support each other in business management experience, improve professional skills, provide information on policies, regulations, and guidelines of the Vietnamese State in the economic sector generally, including foreign investment, contributing to supporting the work of promoting foreign investment in Vietnam, thereby expanding and enhancing the effectiveness of foreign investment activities in Vietnam of participating enterprises.

Article 3.The Foreign Investment Enterprise Association has legal personality, its own seal and separate account.

The main office of the Association is located in Hanoi and has representative offices in Ho Chi Minh City, Da Nang, or other localities as needed by the Association and in accordance with the law. In addition, the Association may establish representative offices abroad in accordance with the law.

Article 4.The Foreign Investment Enterprise Association is subject to state management by the Ministry of Planning and Investment, operates throughout the country, in accordance with the laws of the Socialist Republic of Vietnam and this Charter.

Chapter II
TASKS AND POWERS OF THE ASSOCIATION

Article 5.Tasks of the Association:

1. To disseminate and educate members about the Party and State's policies on building and developing the economy in general and foreign investment in particular.

2. To provide advisory support to organizations and individuals within the Association regarding issues related to investment, legal matters, economics, technology...

Provide information on the economy, market... to enhance the business efficiency of member enterprises.

3. Organize conferences and seminars to exchange professional experiences, encourage cooperation and collaboration among members to coexist and develop together.

4. Organize training classes in appropriate forms to support investors.

5. Organize surveys and visits both domestically and internationally in accordance with the law.

6. Fulfill obligations to the State and other tasks assigned by the Executive Board.

Article 6.Powers of the Association.

1. To organize the collection of opinions from members on draft legal documents when requested and represent members in making proposals to the State on policies, measures to encourage and assist in developing investment activities and the investment environment in Vietnam.

2. To protect the legitimate rights and interests of members; advise state management agencies in resolving difficulties in the operations of enterprises represented by members; mediate disputes within the Association when requested; represent members in internal and external relations related to the functions and tasks of the Association.

3. To build and develop the Association's organization and membership, construct material infrastructure, and expand the scope of the Association.

4. To build and develop international relationships with individuals and organizations in the region and around the world in accordance with the law.

5. To organize units to undertake training services, consulting... under the Association when necessary in accordance with the law.

6. To publish magazines, technical and economic management materials in accordance with the law.

7. To coordinate with relevant agencies and organizations to fulfill the Association's tasks.

Chapter III
MEMBERS

Article 7.Members.

1. Regular members: Representatives of the Vietnamese party in joint ventures, contractual joint ventures, Vietnamese employees working in wholly foreign-owned enterprises, and Vietnamese enterprises and economic organizations related to foreign investment who agree with the Association's Charter, voluntarily submit membership applications, pay membership fees and annual activity fees can become regular members of the Association.

The enterprise representative participating in the Association must be a Vietnamese citizen and appointed by the enterprise. In case the appointed person retires or transfers to another job, the member unit has the right to appoint another person to replace them.

2. Associated members: Representatives of foreign parties in foreign-invested enterprises, joint venture parties; other organizations and individuals who do not meet the conditions to become regular members... who agree with the Association's Charter, submit membership applications, pay membership fees and annual activity fees can become associated members of the Association.

3. Honorary members: Organizations and individuals who have made significant contributions to the Association and are invited by the Association to become honorary members.

The status of regular members, associated members, and honorary members shall be determined by the Decision recognizing membership of the Board of Directors of the Association.

Members of the Foreign Investment Business Club automatically participate in the activities of the Foreign Investment Business Association without having to go through the procedures for joining the Association.

Article 8.Rights of members:

1. Participate in congresses, elect representatives to attend the Association's congress.

2. To discuss, vote, question, and criticize all matters of the Association; to propose and express their opinions to state agencies through the Association.

3. To have the Association protect their legitimate rights and interests in production and business activities.

4. To be nominated, proposed, and elected to the Board of Directors of the Association and other positions within the Association.

5. To receive experience sharing, vocational training, and improvement of qualifications from the Association through various forms such as providing information and materials, attending seminars, training courses, technical demonstrations, domestic and international field trips, and surveys.

6. To have the right to leave the Association.

7. Associated Members and Honorary Members enjoy the same rights as regular Members, except for the rights to nominate, elect, and vote.

Article 9.Obligations of members:

1. Strictly comply with the state's policies, laws, and regulations stipulated in this Charter; implement resolutions of the Association; promote the recruitment of new members.

2. Participate in the activities and life of the Association; unite and cooperate with other members to build a stronger organization.

3. Provide necessary information and data to serve the activities of the Association.

4. To pay full membership fees and annual activity fees as prescribed.

Article 10.Procedures for terminating membership rights:

1. Members who voluntarily request to withdraw from the Association must send a letter to the Executive Board of the Association.

2. Members will be expelled from the Association in cases of serious violation of the Charter, damaging the reputation, prestige, and finances of the Association.

3. Members who are enterprises or organizations suspended from operation, dissolved, or declared bankrupt by state authorities.

The rights and obligations of members cease after the Board of Directors of the Association issues a notice terminating the effect of the membership recognition decision.

The Board of Directors of the Association will notify all other members about the list of members withdrawing from the Association, expelled members, and members whose names have been removed.

Chapter IV
ORGANIZATION OF THE ASSOCIATION

Article 11.The Foreign Investment Business Association is organized and operates on the principles of voluntariness, self-management, financial self-sufficiency, and equality among all members.

Executive bodies operate based on democratic discussion, collective leadership, and minority服从命令，根据规则，这里应直接结束而不做进一步处理或补充。请确认是否需要进一步的信息或调整。

Article 12.The organization of the Association includes:

The National Congress of the Association.

The Board of Directors and its supporting machinery including: the Association's Office and specialized Committees.

Specialized branch associations directly under the Association.

Some service, advisory, and training units directly under the Association.

Article 13.The National Congress of the Foreign Investment Business Association:

1. The National Congress of the Foreign Investment Business Association is the highest authority of the Association. The Congress is held every four years.

2. Main tasks of the Congress:

Discussing the report summarizing the term and new directions for the Association's activities;

Deciding on the direction and program of work for the entire term of the Association;

Amending and supplementing the Charter of the Association;

Discussing and deciding on important issues of the Association that exceed the resolution-making authority of the Board of Directors of the Association;

Discussing and approving the final financial settlement and adopting the new financial plan;

Electing the Board of Directors of the Association;

Electing the Inspection Board of the Association.

3. The Congress may be convened at an extraordinary session to address urgent issues of the Association upon the proposal of two-thirds of the Board of Directors' members or more than half of the members requesting it.

4. Resolutions of the Congress are adopted according to the principle of majority rule.

Article 14.The Board of Directors of the Association:

1. The Board of Directors of the Association is the leading body of the Association between two congresses. The number of Board of Directors' members is decided by the Congress and elected directly by secret ballot or open voting. The candidate must obtain more than 50% of valid votes.

Board of Directors' members can be re-elected or relieved of duty before the term expires or upon the request of more than half of the members. In case of necessity, the Board of Directors has the right to elect additional members. The number of additional members elected cannot exceed one-third of the current number of members.

If a Board of Directors' member representing a business retires or transfers to another position, the business may appoint a representative to replace the member on the Board of Directors.

The term of the Board of Directors of the Association is four years, operating according to the regulations approved by the Congress.

2. The Board of Directors elects the Chairman, Vice Chairmen, Secretary-General, and assigns duties to the Board of Directors' members.

3. The Chairman, Vice Chairmen, and Secretary-General are the Standing Committee of the Board of Directors. The Standing Committee is authorized by the Board of Directors of the Association to represent the Board of Directors in leading and managing the Association's affairs between two meetings of the Board of Directors.

4. The Board of Directors convenes regularly every six months.

5. Duties and powers of the Board of Directors of the Association:

Deciding on measures to implement resolutions and the term program of activities of the Congress.

Deciding on the annual work program and plan and reporting the results of the Board of Directors' activities to the Branch Associations.

Deciding on the level of membership fees and annual dues. Approving the annual financial plan and settlement.

Establishing the organizational structure and operations of specialized Branch Associations and specialized Committees, the Association's Office, and Representative Offices in regions; establishing principles, systems, usage, and management of the Association's assets and finances.

Electing and dismissing leadership positions of the Association: Chairman, Vice Chairmen, Secretary-General.

Appointing heads of specialized Committees and representatives of the Association in regions.

Preparing the content, agenda, and documents for the Congress.

Deciding to convene the term Congress or the annual Congress of Delegates.

Article 15.Chairman and Vice Chairmen:

1. The President has the authority and responsibility:

Legal representative of the Association before the law.

Organizing the implementation of Congress resolutions, Congress of Delegates resolutions, and Board of Directors decisions.

Convening and chairing meetings of the Board of Directors of the Association.

Directly directing the Secretary-General of the Association.

Approving personnel of the Association's Office and other organizations established by the Association.

Being responsible to the Board of Directors of the Association and all members for the Association's activities.

2. Vice Chairmen assist the Chairman, assigned specific tasks by the Chairman, and may be authorized to manage the Board of Directors' affairs when the Chairman is absent.

Article 16.Secretary-General of the Association:

Directly managing all activities of the Association's Office.

Drafting the operational regulations of the Office, financial management regulations, and asset management regulations of the Association for approval by the Board of Directors of the Association.

Regularly reporting to the Board of Directors of the Association on the Association's activities.

Prepare the annual report and the term report of the Association's Executive Board.

Manage the list, files, and documents related to members and affiliated organizations.

Be responsible to the Association's Executive Board and under the law for the activities of the Association's Office.

The General Secretary shall have Deputy General Secretaries assisting him/her. The Deputy General Secretaries shall be appointed by the Chairman based on the recommendation of the General Secretary and approved by the Standing Committee of the Executive Board.

Article 17. The Association's Office.

1. The Association's office is organized and operates according to regulations submitted by the General Secretary to the Executive Board for approval.

The Association's Office may be located in provinces or cities to facilitate the implementation of the Association's work.

2. Staff of the Association's Office shall be recruited and employed under contractual terms in accordance with the Labor Code.

3. Operating funds of the office are budgeted by the General Secretary and approved by the Executive Board.

Article 18. The Inspection Board:

1. The Inspection Board shall be directly elected by the General Assembly of the Association. The number of members of the Inspection Board shall be decided by the General Assembly.

2. The Inspection Board shall operate according to the regulations adopted by the General Assembly.

Chapter V
FINANCE AND ASSETS OF THE ASSOCIATION

Article 19. Sources of income of the Association:

Membership fees and annual operating dues contributed by members in accordance with the Financial Regulations of the Association.

Sponsorship from organizations and individuals both domestically and internationally as prescribed by law.

Other lawful revenues.

Article 20. Expenditures of the Association.

Expenditures shall be made in accordance with the Financial Regulations of the Association such as expenses to ensure the operation of the Association's machinery, information activities, conferences, seminars, propaganda, press, technical facilities, and other reasonable expenditures as determined by the Standing Committee of the Association's Executive Board.

Article 21. Management and utilization of finance and assets.

1. The Standing Committee of the Association's Executive Board shall stipulate the management and utilization of the Association's finance and assets in compliance with state regulations.

2. The Supervisory Board is responsible for auditing and reporting annual financial statements and assets publicly to members.

3. When the Association ceases operations or is dissolved, all of its assets shall be disposed of in accordance with Government Decree No. 88/2003/NĐ-CP dated July 30, 2003, concerning organization, operation, and management of Associations.

Chapter VI
REWARD AND DISCIPLINE

Article 22. Awards.

Members, members of the Association's Executive Board, members of the Inspection Board, officers, and staff of the Association who have made significant contributions to the development of the Association shall be appropriately rewarded by the Association and may be recommended by the Association to relevant state agencies for awards.

Article 23. Disciplinary Measures.

Members, members of the Association's Executive Board, members of the Standing Committee, members of the Inspection Board, officers, and staff of the Association who act contrary to the Charter, Resolutions of the Association, damage the reputation and honor of the Association, and fail to pay membership dues for two consecutive years or more, shall be subject to criticism, reprimand, warning, or removal from the member list, or referral to competent state authorities for handling violations in accordance with the law.

Chapter VII
IMPLEMENTING PROVISIONS

Article 24. This Charter consists of seven chapters and twenty-four articles, which were unanimously adopted by the General Assembly of Foreign Investment Enterprise Association on March 24, 2004.

Any amendments or supplements to this Charter must be proposed and agreed upon by the National Congress of the Foreign Investment Enterprise Association and approved by the competent state authority before they can take effect.