Pursuant to …;

Regarding the approval of the amended charter of the Corporate Legal Club

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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/ND-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/ND-CP dated July 30, 2003 on the organization, operation, and management of Associations;

Considering the proposal of the Corporate Legal Club and the opinion of the Director of the Department of Non-Governmental Organizations,

DECISION:

Article 1. Approves the amended Charter of the Corporate Legal Club which was adopted at the Second General Assembly on April 13, 2007.

Article 2. This Decision takes effect from the date of signature.

Article 3. The Chairman of the Corporate Legal Club and the Director of the Department of Non-Governmental Organizations shall be responsible for implementing this Decision.

CHARTER

CORPORATE LEGAL CLUB
(Annexed to Decision No. 412/QD-BNV dated May 16, 2007 of the Ministry of Home Affairs)

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Chapter 1:

PRINCIPLES-OBJECTIVES

Article 1. Name of the Club

The Club has the name Corporate Legal Club (hereinafter referred to as the Club); its trading name in English is Legal Club for Enterprises.

Article 2Legal status and headquarters of the Club

1. The Club is a social-professional organization with legal personality, having its own seal and bank account.

2. The headquarters of the Club is located in Hanoi. The Club may establish subordinate organizations and representative offices in certain provinces and centrally-administered cities in accordance with the provisions of the law.

Article 3Principles of organization and operation of the Club

1. The Club operates on the principles of voluntariness, self-management, self-financing, and responsibility under the law.

2. The Club is organized and operates according to the Charter approved by the Minister of Home Affairs and is subject to state management by the Ministry of Justice in its activities.

Article 4Objectives of the Club's operations

The objectives of the Club's operations are to provide legal support for the activities of members through timely, regular, systematic introduction of legal regulations and policies of the Party and State regarding economy and society; collect opinions from members to make recommendations to competent state agencies for improving laws; hold seminars and exchange experiences on business operations and legal affairs; enhance professional skills; provide legal opinions upon request of members and perform other tasks as stipulated in the Charter.

Chapter 2:

FUNCTIONS AND TASKS

Article 5. Functions and tasks of the Club

1. Organize meetings, exchanges, and sharing of experience and legal knowledge related to business activities among members;

2. Organize seminars and training sessions to introduce new legal texts and policies of the Party and State; organize training for members on corporate legal affairs;

3. Provide legal information to members;

4. Organize forums and other appropriate forms of activity to collect and synthesize opinions of members, propose recommendations to the Ministry of Justice and other competent state agencies to contribute to improving policies and laws;

5. Cooperate with members and other organizations and individuals to provide legal support for businesses;

6. Provide legal opinions to members when requested; participate in protecting the legitimate rights and interests of members through appropriate means;

7. Cooperate with domestic and foreign organizations and individuals in accordance with the law to implement the principles and objectives of the Club.

Chapter 3:

MEMBER

Article 6Conditions for Becoming a Member of the Club

The following organizations and individuals, if they submit a voluntary application to join and accept the Charter of the Club, shall become Members of the Club:

1. Business leaders, enterprises, business associations;

2. Legal organizations;

3. Lawyers, jurists;

4. Economic management personnel;

5. Legally established organizations and other individuals.

Article 7. Representatives of Enterprises and Organizations at the Club

1. The representative of an enterprise at the Club is the director of the enterprise or a person authorized by the director of the enterprise.

2. The representative of a legal organization at the Club is the head of the legal organization or a person authorized by the head of the legal organization.

3. The representative of other organizations at the Club is the head of the organization or a person authorized by the head of the organization.

Article 8Rights of Club Members

1. To be issued a Membership Card or Certificate;

2. To participate in and decide on matters within the authority of the Member Assembly of the Club;

3. To nominate and run for election to the Management Board;

4. To participate in activities of the Club;

5. To receive legal support from the Club when requested in accordance with the Charter;

6. To propose that the Club carry out activities deemed necessary according to the Charter;

7. To receive (free of charge or at preferential rates) legal support services provided by the Club;

8. To be provided with information related to the experience in legal affairs and business operations of other members;

9. To be considered for commendation by the Management Board based on their contributions to the Club's activities, or to be recommended for commendation by the Minister of Justice and the State for outstanding achievements in the Club's activities.

Article 9. Obligations of Club Members

1. To strictly comply with the Charter, Resolutions, and Decisions of the Member Assembly and the Management Board of the Club;

2. To assist, support, and cooperate with other members;

3. To participate in Club activities and pay membership dues fully and on time;

4. To provide data and information as required by the Club;

5. To return the Membership Card and Membership Certificate of the Club when no longer a member of the Club.

Article 10. Termination of Member Status in the Club in the Following Circumstances:

1. Submitting a voluntary application to withdraw from the Club;

2. An organizational member has been dissolved, prohibited from operating, or declared bankrupt;

3. An individual member has died or lost civil capacity;

4. By decision of the Management Board in cases where a member seriously violates the Charter of the Club.

Chapter 4:

ORGANIZATION

Article 11. The Club Organization Includes:

1. The Member Assembly;

2. The Management Board;

3. The Standing Committee of the Management Board;

4. The Club Office;

5. The Inspection Board;

6. The Information, Legal Consultation, and Professional Training Center;

7. Representative Offices in certain provinces and centrally governed cities and other units directly under the Club established by the Management Board in accordance with the law.

Article 12. The Member Assembly of the Club

1. The Member Assembly consists of all members of the Club and is the highest authority of the Club.

2. The Member Assembly convenes once every five years to evaluate the Club's operational situation during the term, and to decide on the program of activities for the next term.

3. The Member Assembly has the following duties and powers:

a) To approve amendments and supplements to the Charter (if any);

b) To elect the Management Board;

c) To discuss and approve the Report on the Club's activities during the term and to set out directions for the Club's activities in the next term;

d) To decide on the level of membership fees.

4. Decisions of the Member Assembly take effect when agreed upon by at least two-thirds of the members present.

Article 13. The Management Board of the Club

1. The Management Board is the leadership body of the Club between two terms of the Member Assembly;

2. The Management Board is elected by the Member Assembly, with a term of five years. The number of Management Board members is decided by the Member Assembly;

3. The Management Board meets twice a year or at extraordinary sessions convened by the Chairperson.

4. The Management Board may decide on individual issues at meetings or through voting by ballot. Decisions of the Management Board take effect when more than half of the participating members vote in favor.

Article 14. Duties and Powers of the Management Board

1. To organize the implementation of the Charter and Resolutions of the Club Member Assembly;

2. To approve documents presented to the Club Member Assembly;

3. To elect the Standing Committee and the Inspection Board;

4. To decide on the establishment of subordinate units of the Club and to establish representative offices in certain localities;

5. To decide on the annual work program, financial plan of the Club based on the resolutions of the Member Assembly;

6. To decide on replacing or supplementing Management Board members up to one-third of the number elected by the Member Assembly;

7. To recognize and revoke member status in the Club;

8. To relieve Management Board members of their positions due to serious violation of the Club Charter, upon proposal of the Standing Committee;

9. To issue the Operation Regulations of the Management Board; Financial Regulations of the Club and organizational and operational regulations of subordinate units of the Club;

10. To supervise the activities of the Standing Committee and subordinate units;

11. To report regularly every six months or annually, or at extraordinary times, to the Ministry of Justice, competent state agencies, and the Honorary President of the Club on the organization and activities of the Club.

Article 15. The Standing Committee of the Management Board

1. The Standing Committee of the Club has a Chairman, Deputy Chairmen, and members elected from among the Management Board members by the Management Board. The Club Chairperson concurrently serves as the Chairman of the Standing Committee.

2. The Standing Committee has the following duties and powers:

a) To decide on matters of the Club between meetings of the Management Board;

b) To implement tasks assigned by the Member Assembly and the Management Board;

c) To perform other tasks as stipulated in the Operation Regulations of the Management Board and as delegated by the Management Board.

Article 16. Chairperson of the Club

1. The Chairperson of the Club is elected by the Management Board for the term of the Management Board.

2. The duties of the Chairperson of the Club include:

a) To represent the Club legally in its activities and in internal and external relations of the Club;

b) Decide on the activities of the Club between meetings of the Executive Board;

c) Direct and manage the operations of the Club in accordance with the resolutions of the Head Manager and decisions of the Executive Board;

d) Decide on the appointment and removal of leadership positions in units subordinate to the Club;

đ) Convene and preside over meetings of the Club's Member Assembly and meetings of the Head Manager Board;

3. The Deputy Heads of the Club assist the Head Manager according to the division of labor and delegation of authority from the Head Manager.

Article 17. Office of the Club

1. The Office of the Club is an agency with the function of assisting the Head Manager Board in organizing and implementing the activities of the Club.

2. The Office of the Club has a Director, Deputy Directors, and professional staff.

3. The Director of the Office of the Club is a member of the Executive Board, with the following responsibilities:

a) Organize the implementation of decisions of the Member Assembly, the Head Manager Board, the Executive Board, and the Head Manager;

b) Carry out tasks delegated by the Head Manager;

c) Maintain regular contact with Club members;

d) Coordinate the activities of units subordinate to the Club to effectively fulfill the functions and tasks of the Club;

đ) Be responsible to the Head Manager for managing the operations of the Office of the Club;

4. Deputy Directors are appointed by the Head Manager upon the recommendation of the Director and perform tasks assigned by the Director.

Article 18. Supervisory Board

1. The Supervisory Board consists of five Members elected by the Head Manager Board for a term of five years. The Supervisory Board elects a Chairperson to lead its work.

2. The Supervisory Board is tasked with inspecting the activities of the Club and its members regarding the implementation of the Charter, resolutions of the Member Assembly, and the Head Manager Board, and reporting on the results of inspections.

3. The operational rules of the Supervisory Board are issued by the Head Manager Board.

Article 19. Information, Legal Consultation, and Professional Training Center

1. The Information, Legal Consultation, and Professional Training Center is responsible for organizing and implementing activities to provide legal support to businesses through information provision, legal consultation, and professional training according to plans or at the request of members and organizations or individuals.

2. The organizational and operational rules of the Information, Legal Consultation, and Professional Training Center are issued by the Head Manager Board.

Article 20. Representative Offices in some provinces and centrally governed cities and other subordinate units of the Club

The organization and operation of Representative Offices in some provinces and centrally governed cities and other subordinate units of the Club shall be carried out in accordance with the Rules issued by the Head Manager Board.

Chapter 5:

FINANCE

Article 21. Income and Expenditures of the Club

1. The income of the Club includes:

a) Membership fees;

b) Donations from domestic and foreign organizations and individuals (if any);

c) Income from Club activities.

2. The expenditures of the Club include:

a) Expenses for Club activities;

b) Administrative expenses of the Club;

c) Expenses for investment, construction of facilities, and activities of subordinate units;

d) Payment of salaries and insurance for contractual employees; travel expenses and responsibility allowances for those working for the Club;

đ) Other expenses serving the activities of the Club.

3. Specific income and expenditure items are stipulated in the Financial Regulations of the Club.

Article 22. Principles of Financial Management

The finances of the Club are used for the Club's activities in accordance with the Financial Regulations of the Club and must comply with legal provisions on finance and accounting.

Chapter 6:

DISSOLUTION OF THE CLUB

Article 23The club shall be dissolved in the following cases:

a) At the end of the term of the Congress without organizing a subsequent Congress for the next term;

b) Pursuant to the decision of the Members' Congress;

c) Pursuant to the decision of the competent state agency.

The dissolution of the Club shall be carried out in accordance with the provisions of the law.

Chapter 7:

IMPLEMENTING PROVISIONS

Article 24. AMENDMENT TO THE REGULATIONS

Only the Members' Congress of the Business Legal Club has the right to supplement and amend the Club's Regulations. The amendment to the Regulations is decided by the Members' Congress when at least two-thirds of the participating members approve it.

Article 25. Implementation Provisions

This Regulation consists of 7 Chapters and 25 Articles, which were adopted by the second Members' Congress of the Business Legal Club on April 13, 2007. This Regulation replaces the first edition of the Business Legal Club's Regulations.

This Regulation takes effect from the date of approval by the Minister of Home Affairs./.