Decision No. 46/2004/QĐ-BNV on the approval of the Charter of the Vietnam Association of Pharmaceutical Production and Business.

DECISION OF THE MINISTER OF HOME AFFAIRS
Approving the Charter of the Vietnam Pharmaceutical Companies Association

THE MINISTER OF HOME AFFAIRS

- Based on Decree No. 102/SL-L004 dated May 20, 1957 regarding the right to establish associations,
- Based on Decree No. 88/2003/NĐ-CP dated July 30, 2000 of the Government, stipulating the organization, operation, and management of associations,
- Based on Decree No. 45/2005/NĐ-CP dated May 9, 2003 of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Home Affairs,
- Considering the proposal of the Chairman of the Vietnam Pharmaceutical Companies Association and the Director of the Department for Non-Governmental Organizations;

DECISION:

Article 1: Approves the Charter of the Vietnam Pharmaceutical Companies Association which was adopted at the 11th National Congress of Representatives on April 16, 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 Pharmaceutical Companies Association and the Director of the Department for Non-Governmental Organizations shall be responsible for implementing this Decision.                            

CHARTER

VIETNAM PHARMACEUTICAL COMPANIES ASSOCIATION

PART I

GENERAL PROVISIONS

Article 1. The Association

The Vietnam Pharmaceutical Companies Association (hereinafter referred to as the Association) is an organization that gathers enterprises engaged in production, business, processing of pharmaceutical products, and related service provision within the pharmaceutical sector of various economic components in Vietnam, voluntarily joining the Association to enhance the effectiveness of pharmaceutical production and business activities both domestically and internationally for the common benefit of the pharmaceutical industry, contributing to the development of the national economy and society, and promoting cooperation with the international community.

Article 2. Legal personality, name, address, and emblem

2.1. The Vietnam Pharmaceutical Companies Association has legal personality, its own seal, and a bank account, and is financially autonomous.

2.2. The Vietnamese name of the Association:

VIETNAM PHARMACEUTICAL COMPANIES ASSOCIATION

International trade name:

VIETNAM PHARMACEUTICAL COMPANIES ASSOCIATION

Abbreviation:

VNPCA

2.3. The headquarters of the Association is located in Hanoi.

2.4. Emblem of the Association:

Chapter 2

PRINCIPLES, PURPOSES, FIELD, AND SCOPE OF ACTIVITY

Article 3. Principles, purposes, and content of activities

3.1. To gather and unite members, engage in regular activities without profit motives to protect the legitimate rights and interests of members and the pharmaceutical industry.

3.2. To support members to effectively operate in production, business, scientific research, economic information, and matters related to pharmaceutical products and raw materials for medicines in domestic and foreign markets for the common benefit of members and the pharmaceutical industry, contributing to the development of the national economy and society.

3.3. To create conditions for members to exploit their potential effectively, promote production and business, increase the quantity of drugs, ensure quality, reduce drug costs to meet the needs of medical treatment for the people and for export.

3.4. To create close ties among members in production, business, research, and product development to jointly resolve economic and technical difficulties, build a stable domestic drug market, and develop the export drug market.

3.5. To serve as a point of introduction and promotion of member products and pharmaceutical businesses to implement marketing, publicity, advertising, consumer guidance, and trade promotion activities in specialized fields. Organize the implementation of services such as training, investment advice, science and technology, information, seminars, advertising... in accordance with the provisions of the law.

Article 4. Scope of Activities

4.1. The Association operates throughout the country.

4.2. The Association operates under Vietnamese law and its Statutes. The Association is subject to state management in the field of pharmaceutical production and business by the Ministry of Health.

Chapter 3

TASKS AND POWERS OF THE ASSOCIATION

Article 5. Tasks

5.1. Propose to the State on the strategy for developing the pharmaceutical industry in Vietnam, on policies, necessary measures to protect and encourage the development of pharmaceutical production, business, scientific research, effective drug and raw material production, serving disease prevention and treatment for the people.

5.2. Create favorable conditions for members in pharmaceutical production and business activities, service provision in line with the pharmaceutical industry development strategy. Protect the legitimate rights and interests of the Association and its members.

5.3. Provide market information, prices, science and technology... to Association members and promptly process information when necessary.

5.4. Advise Association members on planning investment and development in pharmaceutical production and business when requested: including project appraisal advice, critical review of major projects.

5.5. Propose directions and plans for cooperation in pharmaceutical production and business, import and export, to meet the requirements of developing the Vietnamese pharmaceutical industry.

5.6. Study measures to improve productivity and quality, assist Association members to operate more effectively, expand international markets to export drugs for the benefit of the Vietnamese pharmaceutical industry and individual members.

5.7. Organize and create conditions for Association members to participate in domestic and international fairs, exhibitions, conferences, seminars on pharmaceutical issues: Visiting and surveying international markets for the benefit of Association members in accordance with the law.

5.8. Organize statistical and economic, technical trade information work for Association members. Exchange information with foreign countries about the Association's activities based on ensuring national security, economic confidentiality, compliance with the law and current regulations of the State. Aim to join international association organizations in accordance with the law.

1. Represent members in internal and external relations related to the functions and tasks of the Association.

6.1. The Association has the right to negotiate and sign agreements with foreign economic organizations on related matters consistent with the Association's functions and in accordance with the law. Participate and organize international conferences in the field of pharmaceutical production and business. Be allowed to send representatives of the Association to international organizations upon permission from competent state authorities.

6.2. Propose to the Ministry of Health and the State on policies, strategies for developing the pharmaceutical industry, production, business, and import and export of drugs and raw materials suitable to Vietnam's actual situation.

6.3. Manage and use membership fees in accordance with regulations. The Association has the right to establish and use a fund based on membership fees of Association members and income from business and service activities in accordance with state regulations to cover operating expenses and help members maintain and develop their production and business operations.

6.4. Receive lawful financial support from organizations and individuals both domestically and internationally in accordance with the law.

6.5. Participate in business services and consulting in the field of pharmaceutical production and business to supplement the Association's operating funds. Be allowed to establish legal entities under the Association and representative offices in localities in accordance with the law.

6.6. Revenue obtained must be allocated for Association activities as stipulated in these Statutes and shall not be distributed to members.

Chapter 4

PRINCIPLES OF ORGANIZATION AND OPERATION

Article 7. Principles of Organization and Operation

7.1. The Association organizes and operates on the principles of voluntariness, self-management, self-financing, and responsibility under the law.

7.2. The Association is organized and operates according to the Statutes of the Association approved by the competent state authority.

Chapter 5

MEMBERS OF THE ASSOCIATION

Article 8. Members

8.1. Enterprises, organizations, and individuals of Vietnam engaged in pharmaceutical production, business, and service provision in the pharmaceutical sector, who agree with the Statutes of the Association and voluntarily apply for membership shall be recognized as members of the Association by the Executive Board.

8.2. Forms of Membership in the Association

a) Regular Members: include enterprises and individuals of Vietnam operating in the fields of pharmaceutical production, business, and related services.

b) Associated Members: include foreign-invested enterprises operating in the fields of pharmaceutical production, business, and related services.

c) Honorary Members: are Vietnamese citizens or organizations that cannot become regular members but have contributed to the Association and the development of the pharmaceutical industry and may be invited by the Association to become honorary members.

Associated members and honorary members do not participate in electing or running for positions in the Executive Board of the Association and do not vote on issues of the Association.

Article 9. Procedures for Joining and Admitting Members

9.1. The admission of members must comply fully with the provisions of this Article.

9.2. Documents for applying for membership:

a) A membership application form prescribed by the Executive Board of the Association;

b) Copies of establishment decisions, investment permits, business licenses if they are organizations or enterprises; business registration certificates for individuals;

c) Receipts for payment of initial membership fees.

9.3. The Executive Board of the Association will examine and decide to recognize members within three (3) days from the date it receives complete and valid documents. In case of rejection, the Executive Board will notify in writing, specifying the reasons for rejection.

9.4. An applicant becomes a member from the date the Executive Board decides to recognize them.

9.5. Members are obligated to pay annual membership fees as stipulated by the Executive Board of the Association.

Article 10. Procedures for Applying for Membership

10.1. If a member finds it impossible or does not wish to continue as a member of the Association, they must submit a resignation letter to the Executive Board of the Association.

10.2. The rights and obligations of a resigning member cease from the date the resignation letter is submitted to the Executive Board of the Association, except for financial obligations that remain unpaid at the time of submission. Resigning members must fulfill all financial obligations to the Association at the time of submitting the resignation notice.

Article 11. Membership Fees

11.1. All organizations, enterprises, and individuals in various economic sectors engaged in pharmaceutical production and business wishing to become members must maintain their rights and obligations as members and comply fully with the provisions regarding membership fees set out in this Article.

11.2. Organizations, enterprises, and individuals in various economic sectors engaged in pharmaceutical production and business, when applying for recognition as members for the first time, must pay the registration fee immediately upon notification of acceptance. Members who withdraw from the Association's membership list and wish to rejoin are treated as new applicants.

11.3. To maintain their membership rights, members must pay annual membership fees. The membership fee is valid for maintaining membership rights for one (1) year from the date of payment. Members who fail to pay annual membership fees or pay late will not enjoy the rights and benefits of membership.

11.4. Registration fees and membership fees paid will not be refunded under any circumstances.

11.5. Honorary members are exempt from paying registration fees and membership fees according to the resolution of the Executive Board of the Association.

11.6. Registration fees and membership fees are determined by the Executive Board of the Association at each appropriate time in accordance with legal regulations.

Article 12. Responsibilities and Obligations of Members

12.1. Strictly comply with laws, policies, and directives of the State, the Ministry of Health, and activities assigned by the Association;

12.2. Pay registration fees and membership dues in accordance with the regulations of the Executive Board of the Association;

12.3. Contribute to a time-limited fund without interest as decided by the Executive Board or the General Assembly for the purpose of supporting production, business operations, scientific research, investment development, and training in accordance with state regulations;

12.4. Members shall not allow non-member organizations or individuals to exploit the name of the Association to conduct self-interested activities that are not in the common interest of the Association and its members;

12.5. Shall not engage in unfair competition that causes losses to other members and damages the reputation of the Association;

12.6. Have the responsibility to protect the common interests of the entire Association and safeguard the reputation of the Vietnamese pharmaceutical industry on the international market;

12.7. Shall not use their status as members to provide materials, information, or disclose secrets to organizations and individuals outside the Association, causing losses to members, the reputation of the Association, and national interests;

12.8. Have the responsibility to report to the Association on issues according to operational rules established by the Executive Board;

Article 13. Rights of Members

13.1. Participate in conferences, discussions, and seminars organized or co-organized by the Association;

13.2. Vote on Association matters, be nominated or run for election to join the Association's leadership body;

13.3. Receive necessary information related to production, business operations, scientific and technological research, market information, and other economic information issued by the Association;

13.4. Be supported and assisted by the Association in applying scientific and technological advancements to pharmaceutical production and business operations to increase productivity, quality, and economic efficiency;

13.5. Be listed and have their information published on the Association's website, with direct links to their own websites if available;

13.6. Regularly receive the newsletter "Pharmaceuticals and Life" issued by the Association; participate in submitting articles to the newsletter;

13.7. Maintain their autonomy in economic relations and external activities. When necessary, they may be authorized by the Association to represent the Association in dealings with organizations outside the Association, provided such authorization does not harm the interests of the Association, the nation, and the member;

13.8. Be protected by the Association in their legitimate rights and interests in production and business operations, in relationships with domestic and foreign customers; be considered for support when encountering difficulties (natural disasters, risks) based on the use of the Association's support fund;

13.9. Be supported and assisted by the Association in external economic activities, overseas visits, participation in trade fairs, exhibitions, and advertising. Members are responsible for costs;

13.10. Be recognized and rewarded for their contributions to the Association's activities in publications issued by the Association;

Article 14. Loss of Member Status

Member status will be lost and become invalid if any of the following situations occur:

a. Voluntarily withdraw from the list of members;

b. Be suspended from work;

c. Seriously violate legal provisions;

d. In accordance with the decision to dissolve the Association by the competent state authority;

g. Fail to pay registration fees and membership dues fully and on time as stipulated in these Bylaws;

Chapter 6

STRUCTURE AND ORGANIZATION OF THE ASSOCIATION

Article 15. The organization of the Association includes:

15.1. The General Assembly;

15.2. The Executive Board;

15.3. The Standing Board;

15.4. The Inspection Board; Mediation Coordination Board (with separate regulations);

Article 16. Regular Conventions

16.1. The General Assembly is the highest leading body of the Association, organized every three (03) years and has the following tasks:

a) Discussing and approving reports on the production and business situation of the Association;

b) Approving the program and plan of activities of the Association;

c) Reviewing and approving the financial report of the Association;

d) Reviewing and deciding issues related to the rights and responsibilities of members, decisions of the Executive Board regarding the admission of new members and expulsion of members;

e) Reviewing, approving, or rejecting decisions of the Executive Board if such decisions are not in accordance with the Charter, do not comply with programs and plans already approved by the General Assembly, or do not conform to legal provisions;

f) Reviewing and deciding on amendments and supplements to the Charter of the Association;

g) Electing the Executive Board of the Association;

16.2. In cases where the number of members of the Association exceeds three hundred (300), the General Assembly may be conducted in the form of a Representative Convention. The Representative Convention includes representatives elected from member meetings in various regions. The number and structure of representatives will be determined by the Executive Board according to the ratio of members in each region. Members conduct the election of representatives and notify the Executive Board at least fifteen (15) days before the scheduled date of the Convention.

16.3. When convening regular conventions, the Executive Board must announce the agenda, decide on the number and structure of representatives, and guide members to elect representatives (in case of conducting in the form of a Representative Convention) at least thirty (30) working days before the scheduled date of the Convention.

Article 17. Extraordinary Conventions

17.1. Extraordinary Conventions are convened upon the decision of at least two-thirds (two-thirds) of the total number of Executive Board members or at least half (one-half) of the formal members who propose. Extraordinary Conventions are held to resolve important issues exceeding the authority of the Executive Board.

17.2. The convening of extraordinary conventions will be carried out by the Executive Board, and the program and content of extraordinary conventions must be announced by the Executive Board at least fifteen (15) days before the scheduled date of the extraordinary convention.

Article 18. Voting Principles of the Convention

18.1. The Convention may adopt resolutions and decisions within its authority through voting at the convention or by soliciting opinions in writing if not present at the convention.

18.2. Resolutions and decisions of the Convention are adopted when at least more than half (one-half) of the formal representatives present at the Convention agree. In the absence, representatives have the right to submit their opinions in writing which will be considered as being present at the meeting.

In the case of soliciting opinions in writing, the decisions and resolutions of the Convention are adopted if at least more than half (one-half) of the votes cast agree.

Article 19. Legitimate Organization of the Convention.

The legitimate organization of the convention must be permitted by the competent state authority and attended by at least more than half (one-half) of the members.

Article 20. Executive Board

20.1. The Executive Board is the highest leading body of the Association between two Congress terms. The Executive Board is elected by the General Congress according to the provisions of this Charter.

20.2. The number of members of the Executive Board is decided by the Congress. The number of members of the Executive Board is allocated in proportion to the number of Members in each region or sub-sector.

20.3. The Executive Board consists of:

a) Chairman;

b) Vice Chairmen;

c) Members.

20.4. The Executive Board elects the Chairman and Vice Chairmen by a majority principle (more than half of the votes).

20.5. Each term of the Executive Board lasts for three (03) years.

20.6. The Executive Board convenes regularly every six (6) months to review and assess the operation of the Association, discuss and decide on necessary measures to implement the decisions and resolutions of the Congress.

20.7. When necessary, the Executive Board may convene extraordinary meetings upon the call of the Chairman of the Association or at the request of more than half (one half) of the members of the Executive Board.

20.8. Decisions of the Executive Board related to Members must be agreed upon by at least two-thirds of the present members of the Executive Board. Other issues are voted on by a majority principle (more than half of the present members).

20.9. An Executive Board meeting is considered valid when at least half of the members of the Executive Board are present.

Article 21. Duties of the Executive Board

21.1. Implementing the resolutions, decisions, and regulations of the Association that have been approved by the General Congress;

21.2. Fulfilling the obligations of being a member of international organizations in which the Association participates;

21.3. Proposing and recommending to the General Congress and state agencies to resolve issues related to the activities of the pharmaceutical industry aimed at fulfilling production, business, and import-export tasks, enhancing the competitiveness of domestically produced pharmaceutical products in the international market, and protecting the legitimate rights and interests of Members;

21.4. Within its authority, preparing contents, drafting projects, and proposing draft regulations of the Association in organizational and operational fields, production, business, and import-export activities to be discussed and decided upon by the General Congress;

21.5. Considering the admission or expulsion of Members;

21.6. Considering rewards for Members, recommending and suggesting state agencies to handle Members who violate the Charter of the Association or relevant laws.

Article 22. Standing Board of the Association

22.1. The Chairman, Vice Chairmen, and Secretary-General constitute the Standing Board of the Association;

22.2. The Standing Board of the Association is responsible for managing the regular operations of the Association.

Article 23. Chairman of the Association

23.1. The Chairman of the Association is the representative of the Association before the law, leads the activities of the Executive Board, represents the Executive Board in relations with state agencies, domestic and foreign economic organizations to resolve issues related to the activities of the Association. The powers and responsibilities of the Chairman of the Association will be specifically defined by the Executive Board and approved by the General Congress.

23.2. The Chairman of the Association may delegate authority to Vice Chairmen to resolve specific issues after obtaining consensus from the Executive Board. In the absence of the Chairman of the Association, a Vice Chairman of the Association is authorized to manage the operations of the Association.

23.3. Based on actual work requirements, the Executive Board may establish working sub-committees. Such establishment shall comply with the provisions of this Charter and the law.

Article 24. General Secretary of the Association

24.1. The General Secretary assists the Executive Board in handling daily affairs of the Standing Board of the Association.

24.2. The General Secretary is responsible for the Office of the Association and bears responsibility for managing the activities of the Association's Office.

24.3. The General Secretary assists the President within the scope of authority granted in transactions with organizations and individuals both domestically and internationally to implement the Association’s tasks.

24.4. The General Secretary may be a member of the Executive Board. In cases where the General Secretary is not a member of the Executive Board, they may attend meetings of the General Assembly and the Executive Board if approved by the President of the Association, but shall not participate in elections, nominations, or voting on matters of the General Assembly and the Executive Board. The General Secretary is nominated by the President and approved by the Executive Board. The term of office of the General Secretary is the same as that of the Executive Board.

24.5. The powers and responsibilities of the General Secretary are defined by the Executive Board.

Article 25. Office of the Association

25.1. The Executive Board establishes the Office of the Association under the responsibility of the General Secretary. The staffing of the Office of the Association is proposed by the President and approved by the Executive Board. When necessary, the Standing Board of the Association may invite some officials and experts to serve as advisors.

25.2. The operational regulations of the Office of the Association are proposed by the General Secretary and approved by the Executive Board.

Article 26. Audit Committee

26.1. The Audit Committee consists of three (3) members, nominated by the President of the Association and approved by the General Assembly. The term of office of the Audit Committee follows the term of the General Assembly, with the Head of the Audit Committee being a member of the Executive Board. The operational regulations of the Audit Committee are approved by the General Assembly.

26.2. The Audit Committee has the duty to verify the qualifications of representatives attending the General Assembly and Association meetings; to check compliance with and implementation of resolutions of the General Assembly and the Executive Board; to verify the legality and validity of decisions, resolutions, and regulations issued by the Association; to audit finances and report the results of such audits to the President of the Association, the Executive Board, the annual meeting, and the General Assembly.

Chapter 7

ASSETS AND FINANCIAL RESOURCES OF THE ASSOCIATION

Article 27. Principles of Operation

The Association has its own assets and finances and operates according to the principle of financial autonomy, covering expenses through revenues.

Article 28. Financial Affairs of the Association

28.1. The financial resources of the Association include the following sources of income:

a) Registration fees and membership dues of members;

b) Income from business and service activities of the Association in accordance with the law;

c) Voluntary contributions from members;

d) Legal funding from economic organizations, associations, enterprises, international organizations, and individuals both domestically and internationally.

28.2. The financial regulations of the Association are established by the Executive Board in accordance with state regulations and approved by the President of the Association. The President of the Association is responsible for managing and directing the Association's financial operations, reporting on financial conditions, and publicly settling accounts before the Executive Board regarding management and use of funds.

28.3. The Executive Board of the Association appoints staff (full-time or part-time) to directly carry out the Association's financial work in accordance with regulations.

Chapter 8

DISSOLUTION; DIVISION; MERGER; CONSOLIDATION

Article 29. Dissolution of the Association

29.1. The Association shall dissolve itself upon occurrence of any of the following circumstances:

a) At the proposal of more than half of the total number of regular Members;

b) The objectives of the Association have been accomplished.

29.2. The Association shall be dissolved pursuant to the decision of the competent state authority in accordance with the provisions of the law.

29.3. The procedures and formalities for dissolving the Association shall comply with the provisions of Vietnamese law in effect at the time of dissolution.

29.4. The dissolution of the Association's representative offices, if any, shall be carried out concurrently with the dissolution of the Association, following the same procedures and formalities as those for the dissolution of the Association.

29.5. The Association shall cease operations from the date on which the decision of the competent state authority dissolving the Association becomes effective.

Article 30. Settlement of Assets and Finances

The assets, finances, and outstanding debts of the Association upon dissolution shall be settled in accordance with the provisions of Vietnamese law.

Article 31. Consolidation; Merger; Division; Splitting of the Association

31.1. The consolidation, merger, division, and splitting of the Association shall be implemented in accordance with the current provisions of Vietnamese law.

31.2. Matters concerning assets, rights and interests, responsibilities, obligations, and other financial issues related to the consolidation, merger, division, and splitting of the Association shall be implemented in accordance with the current provisions of Vietnamese law.

Chapter 9

REWARD AND DISCIPLINE

Article 32. Awards and Disciplinary Measures

32.1. Members who achieve outstanding results contributing to the activities of the Association shall be awarded in accordance with the Association's award-disciplinary regulations.

32.2. Members who violate the charter, resolutions, decisions of the Association, and state laws must bear disciplinary measures according to the Association's award-disciplinary regulations and bear responsibility under the law.

32.3. The award-disciplinary regulations shall be stipulated by the Executive Board and approved by the President of the Association.

Chapter 10

IMPLEMENTING PROVISIONS

Article 33. Amendment and Supplement to the Charter

Any amendment or supplement to this Charter must be unanimously approved by the General Assembly of the Association.

Article 34. Effective Date

This Charter consists of X Chapters and 34 Articles, which were unanimously approved by the General Assembly of the Association on April 16, 2004, and became effective pursuant to the approval decision of the Ministry of Home Affairs./.

 Hanoi, April 16, 2004

VIETNAM PHARMACEUTICAL COMPANIES ASSOCIATION