Decision No. 60/2004/QD-BNV on approving the amended Charter of the Vietnam Freight Forwarders and Logistics Association

Pursuant to …;

Of the Minister of Home Affairs No. 60/2004/QĐ-BNV dated August 31, 2004 on approving the amended Charter of the Vietnam Logistics Association.Article amending Charter of the Vietnam Logistics Association.

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 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 Decree No. 88/2003/NĐ-CP dated July 30, 2003 on the organization, operation, and management of associations;

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

DECISION:

Article 1. Approves the amended Charter of the Vietnam Logistics Association which has been adopted at the Fourth General Assembly of the Association.

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 Logistics Association and the Director of the Department for Non-Governmental Organizations shall be responsible for implementing this Decision.

CHARTER

VIETNAM LOGISTICS ASSOCIATION (AMENDED).

PART I

GENERAL PRINCIPLES

Article 1The Vietnam Logistics Association (hereinafter referred to as the Association) is a professional social organization of enterprises and individuals (hereinafter referred to as Members) engaged in the fields of transportation, warehousing, and logistics services for export and import goods in Vietnam, voluntarily established with the aim of cooperation, linkage, support, and mutual assistance in the development of their professions, enhancing business efficiency, and protecting the legitimate rights and interests of members in activities related to international logistics services, thereby integrating with similar activities of colleagues worldwide in accordance with the law.

Article 2. The Association is the sole representative organization of the Socialist Republic of Vietnam becoming a full and formal member (Ordinary Member) of the International Federation of Freight Forwarders Associations (FIATA) and other logistics organizations.

Article 3Full name of the Association:

3.1. Vietnamese: Vietnam Logistics Association

3.2. English: Vietnam Freight Forwarders Association

3.3. Abbreviation: VIFFAS

3.4. Emblem and flag of the Association as attached

3.5. The Association has its own bank account and seal.

Article 4. The main office of the Association is located in Ho Chi Minh City and it has a Representative Office in Hanoi. When required and agreed upon by all members at the General Assembly and approved by the International Federation of Freight Forwarders Associations (FIATA) and relevant state authorities, the Association may establish a permanent representative office next to FIATA.

Article 5. The Association operates in accordance with the laws of the Socialist Republic of Vietnam and the Charter of the Association adopted by the General Assembly of all members and approved by the Minister of Home Affairs.

Chapter II

OBJECTIVES OF ACTIVITY

Article 6. The Association coordinates the activities of members to protect economic and political rights, enhance the status of the Socialist Republic of Vietnam in areas related to international logistics activities, as well as the rights of members; creates cooperative relationships, linkages, support, and mutual assistance among member units operating in the logistics field from various economic sectors; contributes to improving operational skills, business formats, and service quality to promote and enhance the effectiveness of export activities, expand foreign economic relations, and foreign investment cooperation in accordance with Vietnamese law.

Article 7. The Association represents the interests of the community of member enterprises in the logistics field in commercial and international cooperation relations.

Article 8. The Association utilizes all conditions, means, and organizations to protect and assist members in enhancing and improving the quality of operations in the logistics field to meet the increasing demands of customers both domestically and internationally.

Article 9. The Association assists members in training, supplementary education, and improving the professional skills of employees and experts working in the logistics field to meet the requirements of international colleagues.

Chapter III

TASKS AND POWERS

Article 10

10.1. Proposes to the State, relevant sectors, and localities on policies, measures, and initiatives to develop and improve the quality of logistics activities to promote trade exchanges with foreign countries, increase the volume of exports and imports, accelerate investment, and transfer advanced technology.

10.2. Guides and advises members on commercial, legal, and professional issues related to logistics activities during the preparation of business and occupational joint ventures in Vietnam and abroad.

10.3. Participates in opinions on legal regulations related to logistics activities in Vietnam. Makes recommendations to competent state agencies when requested on matters related to the development of the Association.

10.4. Mediates and resolves disputes arising in the practical logistics activities between members.

10.5. Creates conditions to enhance the strength of members, supplement, and perfect the conditions and technical facilities serving activities in this field.

10.6. Collects and provides members with comprehensive information about international professional organizations, promptly informs recommendations, information, forms, contracts, and international conventions widely circulated around the world, meeting the needs of domestic and foreign customers.

10.7. Organizes specialized seminars and conferences on legal, technical, and professional issues in logistics for Vietnamese and foreign parties to exchange views and perspectives on common concerns.

10.8. Assists members in accessing, joining, and participating in the activities of international professional organizations, establishing and developing relationships with domestic and foreign partners, and exchanging professional information with colleagues in other countries in accordance with Vietnamese law.

10.9. Expresses and presents recommendations on the views of Vietnamese logistics practitioners to international professional organizations regarding international conventions and laws related to the above issues.

10. 10. The management organization shall be responsible for administering and utilizing various types of funds of the Association.

10. 11. Provide advisory services to state agencies regarding the approval, accession, or signing of international conventions related to freight forwarding and warehousing operations drafted by international organizations.

10. 12. Participate in activities of FIATA and other relevant international organizations.

10. 13. In its professional activities, the Association shall apply industry recommendations, standard forms of documents, contracts, and papers widely circulated and used among member countries of FIATA and other international organizations.

Chapter IV

MEMBERS

Article 11. Vietnamese enterprises, regardless of their level of management, established in accordance with the law and registered to operate in the freight forwarding and warehousing sector in Vietnam, who agree to the bylaws of the Association, voluntarily apply for membership and pay full membership fees may be considered for recognition as members. Experts with extensive experience in the freight forwarding and warehousing sector, willing to participate in the Association's activities, may be invited to join the Association as members.

Article 12. The Association has three types of members:

a) Regular Members: Enterprises with 100% Vietnamese capital that have registered the main business activity as freight forwarding and warehousing, with a registered capital not less than the limit of liability for freight forwarders as stipulated in Article 35 (a) (iii) of the "Standard Business Conditions" of the Association, and must have at least two years (from the date of establishment of the enterprise) of operation in the freight forwarding and warehousing sector.

b) Associate Members: Foreign-invested enterprises operating in Vietnam according to foreign investment laws and joint-stock companies with foreign shareholders contributing to the development of the Association, agreeing to the bylaws of the Association may also be considered for recognition as associate members of the Association.

c) Honorary Members: Vietnamese experts working in the freight forwarding and warehousing sector, having professional qualifications and the ability to contribute to achieving the Association's objectives and tasks, may be invited by the Executive Board to join the Association as honorary members.

Article 13. Enterprises wishing to join the Association must meet the conditions and submit the following documents for the Association to consider recognizing them as members:

1. An application for membership (according to the Association's template).

2. A certified copy of the business registration certificate or a certified copy of the investment permit (for foreign-invested enterprises).

3. The organizational and operational regulations of the enterprise.

4. A summary report on the business situation and activities of the enterprise.

5. A certified copy of the qualification certificates of the General Director or Deputy General Director or Head of Department of the enterprise with academic and professional qualifications suitable for the requirements of the freight forwarding and warehousing business.

7. A certified copy of the insurance contract for the liability of freight forwarding and warehousing operators.

Article 14. After submitting the application and documents as specified in Article 13 to the Executive Board of the Association, enterprises wishing to be recognized as members must obtain the agreement of at least two-thirds of the Executive Board members. The Executive Board will issue a membership certificate to enterprises once they are recognized as members.

The confirmation of regular members or associate members is decided by the Executive Board based on the membership criteria set out in Article 13 above.

Article 15. Any member who fails to strictly comply with the bylaws of the Association or engages in actions detrimental to the reputation and activities of the Association may be warned or removed from the membership list. Procedures will be carried out according to the Association's regulations. Upon removal, the Executive Board of the Association will announce the removal on the Association's bulletin board as well as in relevant specialized press. The removal will be notified to FIATA and relevant government agencies.

Article 16. Members have the following rights and obligations:

a) Regular Members:

16. 1. Strictly implement the bylaws and other regulations of the Association. Fully and regularly participate in the Association's activities. Regular members are entitled to send one representative to attend the General Assembly of all members and have voting rights.

16. 2. Attend meetings, discuss related issues, run for and vote for management bodies of the Association.

16. 3. Pay membership fees and common funds as prescribed by the Association.

16. 4. Assist other members and receive assistance from other members in economic, technical, professional, and business aspects of freight forwarding and warehousing operations.

16. 5. Provide comprehensive information and receive comprehensive information about matters related to domestic and international freight forwarding and warehousing operations.

16. 6. Maintain the autonomy to determine service prices and engage in other business and professional activities independently. Members may be entrusted by the Association to represent the Association in relations with other organizations, including the International Federation of Freight Forwarders Associations (FIATA), if authorized by the Association. Members are not allowed to use the name of the Association to relate to organizations domestically and internationally without authorization from the Association.

16. 7. Be protected by the Association in legitimate rights and interests in the field of freight forwarding and warehousing business.

16. 8. Receive assistance from the Association in relations with foreign organizations such as visits, study tours, internships, training, and participation in other activities related to overseas freight forwarding and warehousing operations. Be sponsored and introduced by the Association when joining FIATA and other relevant international organizations.

16. 9. Have the right to recommend staff and professionals from their units and organizations to the Association for selection to work in international organizations related to freight forwarding and warehousing when required.

16. 10. Fulfill all state regulations concerning the business sector being operated and follow the guidelines of the Association.

16. 11. Protect the reputation of the Association and contribute to enhancing the reputation and activities of the Association.

b) Associate Members: Have the same rights and obligations as regular members except for voting rights and the right to run for and vote in the Executive Board of the Association.

c) Honorary Members: Have the same rights and obligations as regular members except for voting rights and the obligation to pay membership fees.

Chapter V

THE ORGANIZATIONAL STRUCTURE OF THE ASSOCIATION

Article 17. The organizational structure of the Association includes:

17. 1. The General Assembly of all members.

17. 2. The Executive Board.

17. 3. The permanent office of the Executive Board.

Article 18. The General Assembly of all members is the highest authority of the Association, convened once every three years, with the tasks of:

18. 1. Discussing and adopting recommendations of the Association to the State regarding issues related to the fields of cargo handling and warehousing activities.

18. 2. Discussing and adopting directions, tasks, programs, plans, projects, and work programs of the Association.

18. 3. Deciding on measures to protect the legitimate interests of members in business issues.

18. 4. Approving, amending, and supplementing the Charter of the Association, business conditions of the Association, and relevant business forms and documents.

18. 5. Electing or dismissing members of the Executive Board.

18. 6. Deciding on financial matters, rights, and obligations of members.

Article 19. The General Assembly of all members can only be held when at least two-thirds of the official members are present.

Resolutions of the General Assembly of all members will be voted according to the principle of majority. Specifically, for amending and supplementing the Charter and business forms and documents, at least two-thirds of the official members must approve. Voting for Executive Board members is conducted by secret ballot.

Article 20. An extraordinary General Assembly of all members may be convened if at least two-thirds of the total number of Executive Board members or at least half of the total number of official members request it.

Article 21. Delegates attending the General Assembly of all members must hold the highest position in their member unit. If unable to attend due to any reason, the head of the unit may delegate an authorized representative (in writing). The delegated person has full rights and responsibilities as the head of the member unit.

When participating in the General Assembly of all members, delegates may have specialist advisors accompany them, but these individuals do not have the right to formally speak or vote.

Article 22. The Executive Board

22. 1. The Executive Board is the leading body of the Association, managing all activities of the Association between two General Assemblies. The term of the Executive Board is three years. The Executive Board consists of: - Chairperson - Vice Chairpersons. The number of Vice Chairpersons is decided by the General Assembly of members - Secretary General - Members. These positions will be elected by the Executive Board members through voting and consensus according to the principle of majority. Supporting the Executive Board is its permanent office and some specialized committees such as: - Documentation Committee - Legal Committee - External Relations Committee The permanent office includes: - Secretary General - Secretarial staff - Some legal and business specialists, advisors, and personnel of the permanent office decided by the General Assembly of members. The Secretary General oversees all activities of the Executive Board's permanent office.

22. 2. The number and standards of specialists and legal and business advisors supporting the work are determined by the Executive Board. The Secretary General of the Executive Board manages the daily operations of these specialists and advisors.

22. 3. The Chairperson and Vice Chairpersons of the Executive Board concurrently hold the positions of Chairperson and Vice Chairpersons of the Association. Members of the Executive Board are automatically considered representatives participating in the General Assembly of members during their term and have the right to vote, nominate, and run for election at the Assembly. If members of the Executive Board are heads of member enterprises, they have the right to authorize one authorized representative to attend the Assembly as stated in Article 22 above. In cases where Executive Board members represent their own enterprises at the Assembly, they have the right to cast two votes.

22. 4. The working system of Executive Board members and advisors is concurrent, however, these members will receive monthly allowances and travel expenses when working for the Association. The Executive Board will specify the amount and method of payment for these allowances.

22. 5. Upon request, the General Assembly of all members will decide to increase or decrease the number of Executive Board members.

22. 6. The Executive Board meets at least once every six months to review and evaluate the activities of the Association and the Executive Board.

Article 23. Duties of the Executive Board

23. 1. Organizing and supervising the implementation of resolutions of the General Assembly of all members as well as decisions and work programs of the Executive Board.

23. 2. Resolving issues related to the activities of the Association in accordance with state laws.

23. 3. Developing proposals, projects, coordination action regulations in the production, business, and operational fields among members.

23. 4. Preparing all aspects for the General Assembly of all members before the end of the term.

23. 5. Representing the Association in business and information exchanges with associations of other countries and international organizations in the field of cargo handling and warehousing.

23. 6. Handling all procedures with relevant state agencies regarding the dispatch of Association representatives for work, study, short-term or long-term visits abroad.

23. 7. Publishing regular newsletters of the Association and other professional publications.

23. 8. Organizing specialized seminars, conferences, and short-term and long-term training courses for professionals sent by members.

23. 9. Managing the finances and expenditures of the Association.

23. 10. Carrying out daily external contacts and transactions.

Article 24. The Executive Board operates under the principle of democratic centralism and votes on necessary issues according to the principle of majority.

Article 25. The Chairman of the Association has powers and responsibilities:

- Legal representative of the Association before the law - Organizing and implementing resolutions of the General Assembly, member meetings, and decisions of the Executive Board of the Association - Chairing meetings of the Executive Board of the Association - Directly guiding the Secretary General of the Association - Approving personnel of the Association's Office and other organizations established by the Association - Being responsible to the Executive Board and all members of the Association - Chairing the next term's Executive Board meetings until a new Chairperson is elected.

Article 26. The Secretary General of the Executive Board handles the daily affairs of the Executive Board.

Chapter VI

DISSOLUTION OF THE ASSOCIATION

Article 27. The Association shall be dissolved when at least two-thirds of its official members agree to propose dissolution, and such dissolution must be decided by the Minister of Interior Affairs. Upon dissolution, the Executive Board of the Association must complete all procedures according to the provisions of the law for competent state agencies and resolve all outstanding issues with related organizations and individuals.

Article 28. When the Association is dissolved, all financial resources and assets of the Association must be settled in accordance with current laws.

Chapter VII

FINANCIAL MATTERS OF THE ASSOCIATION

Article 29. The sources of finance of the Association include:

28. 1. Membership fees contributed by members.

28. 2. Other income generated from the common activities of the Association.

28. 3. Sponsorship from international organizations or associations of other countries or individuals within and outside Vietnam, as stipulated by Vietnamese law.

28. 4. State sponsorship, if any.

28. 5. Income from the sale of publications and professional information materials.

28. 6. Other revenues.

Article 30. The Association uses its main sources of income for:

29. 1. Expenses for daily operations of the Association including international activities.

29. 2. Rent, electricity, water, and vehicle expenses.

29. 3. Payment of remuneration and allowances to Executive Board members and advisors, including travel expenses.

29. 4. Other expenses.

Article 31. The President and General Secretary of the Executive Board shall be the account holders and directly manage the finances of the Association. Annually, the President and General Secretary must report fully on the financial income and expenditure to the members.

Article 32. Financial accounting management of the Association must comply with the accounting and statistical regulations issued by the state.

Chapter VIII

REWARD AND DISCIPLINE

Article 33. Any member who does not strictly and fully comply with the Charter of the Association or engages in actions that affect the reputation and activities of the Association may be expelled from the Association.

Members who make contributions to the overall development of the Association will be rewarded by the Association. The form and level of rewards and disciplinary measures are determined by the Executive Board of the Association.

Chapter IX

IMPLEMENTING PROVISIONS

Article 34. Any amendment or supplement to this Charter must be approved by the General Assembly of all members and agreed upon by at least two-thirds of the official members.

This Charter consists of nine chapters and thirty-four articles, which were adopted on May 28, 2004, in Ho Chi Minh City. This Charter shall take effect after approval in writing by the Minister of Interior Affairs.

This Charter shall take effect after approval in writing by the Minister of Interior Affairs./.