Decision No. 795/QD-BNV Regarding the Approval of the Charter of the Vietnam Gas Association

Pursuant to …;

Regarding the approval of the Statutes of the Vietnam Gas Association

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THE MINISTER OF THE MINISTRY OF HOME AFFAIRS

Pursuant to Decree No. 102/SL-L004 dated May 20, 1957 promulgating the Law on the Right to Establish Associations;

Pursuant to Decree No. 48/2008/NĐ-CP dated April 17, 2008 of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Home Affairs;

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

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

DECISION:

Article 1. Approves the Statutes of the Vietnam Gas Association which were adopted at the First General Assembly of the Vietnam Gas Association on March 20, 2009.

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

Article 3. The Chairman of the Vietnam Gas Association, the Director of the Department of Non-Governmental Organizations, and the Head of the Office of the Ministry of Home Affairs shall be responsible for implementing this Decision./.

CHARTER

Vietnam Gas Association
(Approved along with Decision No. 795/QD-BNV dated May 14, 2009 of the Minister of Home Affairs)

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Chapter I

NAME - PURPOSE - SCOPE OF ACTIVITY

Article 1. Name

1. The Association has the name: VIETNAM GAS ASSOCIATION

2. English Name: VIETNAM GAS ASSOCIATION

3. Abbreviation: VIETNAM GAS

Article 2. Aims and Objectives

The Vietnam Gas Association (hereinafter referred to as the Association) is a voluntary organization of entities engaged in business activities in the liquefied petroleum gas (LPG), natural gas liquids (NGL), compressed natural gas (CNG), dimethyl ether (DME), ethyl tertiary butyl ether (ETBE), and related services, packaging, accessories, and technical activities associated with gas (hereinafter referred to as Gas) operating within the territory of Vietnam. The Association is a non-profit social-professional organization representing companies engaged in Gas business; it gathers, unites, cooperates, assists, and protects the legitimate rights and interests of its members, serving as a forum for information exchange, policy proposals, regulatory management, and provision of services to members in an equitable manner, contributing to the healthy development and sustainable growth of the Vietnamese Gas market in the context of comprehensive integration into regional and international market economies.

Article 3. Scope of Activity and Legal Status of the Association

The Vietnam Gas Association operates nationwide.

The Vietnam Gas Association has legal personality, its own seal, and separate bank accounts. The Association has its own emblem.

The main office of the Association is located in Hanoi, representative offices are established in localities according to the provisions of the law.

Article 4. Principles of Operation

1. Voluntary and self-management;

2. Financial self-sufficiency;

3. Equality among all members;

4. The Association operates in accordance with the laws of the Socialist Republic of Vietnam and these Statutes.

5. The operation of the Association is subject to state management by the Ministry of Industry and Trade.

Chapter II

FUNCTIONS AND DUTIES OF THE ASSOCIATION

Article 5. Duties of the Association

1. Participate in providing opinions and making recommendations to state management agencies regarding policies related to Gas business activities aimed at promoting the production and business of Gas, contributing to building a fair and healthy business environment.

2. Support members through various forms:

a) Propaganda about the Party's and State's policies on Gas business in Vietnam;

b) Collecting and providing information on the situation of the Gas business market in Vietnam and some regions around the world;

c) Supporting and organizing forums and seminars on Gas business operations.

3. Represent members in the construction and cooperation relationships with other Associations and Chambers of Commerce related to investment, production, and business as well as consumption of Gas both domestically and internationally as prescribed by law.

4. Protect the rights and legitimate interests of members in commercial disputes and mediate conflicts and disputes between members in accordance with the Statutes of the Association and the provisions of the law; protect the legitimate interests of consumers.

5. Implement international cooperation relations in accordance with the law;

6. Promote and publicize the activities of the Association, disseminate information, establish press organs, electronic information websites, and publish magazines of the Association in accordance with the law.

7. Carry out service activities to ensure the regular operations of the Association in accordance with the law and the Statutes of the Association.

Article 6. Rights of the Association

1. Propaganda about the objectives, purposes, activities of the Association and mobilize to build and develop the Association.

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

3. Protect the rights and legitimate interests of the Association and its members.

4. Organize coordination of activities among members for the common benefit of the Association; mediate disputes within the Association.

5. Provide advice and critique issues within the scope of the Association's activities upon requests from organizations and individuals.

6. Coordinate with relevant agencies and organizations to fulfill the Association's tasks.

7. Participate in opinions on regulatory legal documents related to the content of the Association's activities as prescribed by law. Make recommendations to competent state agencies regarding issues related to the development of the Association and areas in which the Association operates.

8. Establish and dissolve subordinate organizations in accordance with the provisions of the law;

9. Establish organizations with legal personality subordinate to the Association: Depending on actual conditions, the Association may establish certain units engaged in production, services, consulting...; set up companies under the Enterprise Law; establish support funds for the Association's activities in accordance with the provisions of the law.

10. Be entitled to receive lawful financial support from organizations and individuals both domestically and internationally as prescribed by law.

11. Join non-governmental organizations in the gas sector in Southeast Asia and around the world as prescribed by law.

12. Exercise other rights not prohibited by law.

Chapter III

MEMBERS

Article 7. Members

1. Regular members include:

a) Organizations with the function of gas business according to the Enterprise Law of Vietnam; individuals, agents, retail stores engaged in gas business according to Vietnamese laws.

b) Organizations and individuals related to the field of activity of the Association who wish to contribute to the development of the Association.

c) Regular members have the right to nominate and vote on issues of the Association. Pay membership fees and annual dues.

d) The admission of regular members is conducted according to the regulations of the Executive Board. Founding members of the Association are founding members of the Association. All initial members who join the Association before the establishment congress are automatically regular members.

2. Associate members:

a) Joint ventures and wholly foreign-owned enterprises operating in Vietnam that contribute to the development of the Association, agree with the Charter of the Association, shall be considered for recognition as associate members by the Association.

b) Associate members are not eligible to be elected or nominated for leadership positions in the Association, nor can they vote on issues of the Association.

c) The decision to admit associate members is carried out according to the regulations of the Executive Board.

3. Honorary members:

Vietnamese citizens and legal entities who cannot become regular members or associate members of the Association but have made significant contributions to the Association's activities are honored as honorary members by the General Assembly of all members or the Representative Congress, or the Executive Board of the Association.

Article 8. Registration for Membership

Organizations and individuals meeting the required conditions and wishing to join the Association must submit an application form (as prescribed) to complete the necessary procedures. They officially become members after receiving a decision from the Chairman of the Association, paying membership fees, and obtaining a membership card from the Vietnam Gas Association.

Article 9. Termination of Member Status

The member status of the Association will be terminated if any of the following situations occur:

1. A legal entity organization ceases its business operations, is suspended, dissolved, or declared bankrupt.

2. Violates laws or the Charter of the Association and is expelled from the Association according to a decision of the Executive Board.

Article 10. Rights of Members

1. To have the Association protect their legitimate rights and interests in their gas business activities.

2. To receive information related to the gas business field from the Association; to be assisted in resolving disputes; to participate in various forms of collaboration organized by the Association.

3. For regular members, they are introduced for nomination, recommendation, and election to leadership bodies of the Association.

4. To participate in discussions and voting on resolutions, to criticize and question the Executive Board about all policies and activities of the Association.

5. To leave the Association when they consider it impossible or undesirable to continue as a member. In this case, the member must submit a letter to the Executive Board. They may also become members of other Associations.

6. In cases of absence, they can submit their opinions in writing on relevant issues, issues included in the agenda of regular meetings of the Association.

Article 11. Obligations of Members

1. To comply with current laws, the Charter of the Association, and resolutions of the Congress and the Executive Board of the Association.

2. To unite and cooperate with other members to jointly contribute to building the Association increasingly stronger.

3. To pay full and timely annual membership fees as stipulated by the Executive Board.

Chapter IV

ORGANIZATION OF THE ASSOCIATION

Article 12. Organization of the Association

1. General Assembly or Delegates' Congress;

2. Executive Board of the Association;

3. Standing Committee of the Association;

4. Audit Board;

5. Office of the Association and specialized boards.

6. Branch Associations;

7. Basic Branch Associations;

8. Other legal entities established by the Association in accordance with the law.

Article 13. General Assembly of All Members or Delegates' Congress

1. The National Congress of the Vietnam Gas Association is the highest leading body of the Association. The Congress is held regularly every five years.

2. Main tasks of the Congress:

a) Approving reports on the Association's activities during the term and programs for the new term.

b) Approving financial reports of the Association;

c) Deciding to amend and supplement the Charter of the Association;

d) Discussing and deciding on important matters of the Association;

đ) Electing the Executive Board and Audit Board of the Association;

e) Approving the Congress Resolution.

3. The Congress is valid when at least two-thirds of regular members or delegates attend.

4. Resolutions of the Congress are adopted when more than half of the attending delegates agree, except in cases specified in Clause 9 of this Article.

5. An extraordinary Congress shall be convened at least once when two-thirds of the total number of Executive Board members or at least half of the total number of regular members request, or upon the request of competent state authorities.

6. Sessions of the Congress are chaired by the Chairman of the Association. In the absence of the Chairman, the session will be chaired by a Vice-Chairman or Secretary-General (if authorized by the Chairman).

7. When convening a Congress, the Executive Board must announce the agenda of the Congress and send invitations to members at least fifteen days before the date of the Congress.

8. Each regular member has one vote at the Congress. Resolutions of the Congress are taken by majority vote.

9. The following special important matters require approval by two-thirds of regular members:

a) Amending or supplementing the Charter;

b) Electing a new Executive Board;

c) Dissolving the Association.

Article 14. Executive Board

1. The Central Executive Board of the Association is the governing body responsible for leading and managing the Association during the period between two Congresses.

2. The number of members of the Executive Board is decided by the Congress. The Executive Board is elected directly by secret ballot or show of hands at either the full Congress or the member representative Congress. The person elected must receive more than 50% of valid votes.

3. During its operation, due to various reasons, if the number of Executive Board members falls short of the number specified by the Congress, the vacant positions will be filled through elections from among the official members of the Association but not exceeding the number of members set by the Congress. In case the activities of the Association expand, additional members may be elected to fill new positions, but this number shall not exceed 25% of the total number of members specified by the Congress.

4. The Executive Board has the following responsibilities:

a) To concretize resolutions of the Congress and propose measures to implement these resolutions;

b) To approve annual budgets and final accounts;

c) To determine the annual membership fees;

d) To decide on the specific structure, organizational setup, and subordinate organizations of the Association;

đ) To supervise the work of subordinate organizations;

e) To prepare other contents for regular and extraordinary Congresses of the Association;

f) To examine and award commendations, disciplinary actions, and expel members;

g) To promulgate regulations governing the operations of the Executive Board.

5. The Executive Board convenes at least once every six months to review the operational situation of the Association and assess its performance. The Executive Board can convene extraordinary meetings when necessary. Decisions of the Executive Board are made by majority vote of the present members. In case of a tie, the decision rests with the opinion of the Chairman of the Association.

Article 15. Chairman and Deputy Chairmen

1. The Chairman of the Association is the highest legal representative of the Association in domestic and international relations, accountable to the Executive Board for directing and managing all activities of the Executive Board. The Chairman of the Association is elected by the Executive Board with a majority vote.

2. The Deputy Chairmen of the Association are elected by the Executive Board to assist the Chairman in overseeing and directing work in assigned areas.

3. The duties and powers of the Chairman and Deputy Chairmen of the Association are carried out according to the regulations of the Executive Board of the Association.

Article 16. Standing Committee

1. The Standing Committee consists of: the Chairman, Deputy Chairmen, General Secretary, and permanent members. The number of permanent members of the Standing Committee does not exceed one-third of the number of members of the Executive Board. Permanent members of the Standing Committee are elected by the Executive Board.

2. The Standing Committee is led and managed by the Chairman of the Association to handle matters between sessions of the Executive Board and operates according to the regulations of the Executive Board of the Association. The Standing Committee of the Association convenes regularly every three months and may convene extraordinary meetings called by the Chairman of the Association. The permanent office of the Standing Committee includes: the Chairman, Deputy Chairmen, and General Secretary.

3. Depending on the development needs of the Association, the Standing Committee may decide to establish specialized committees and professional organizations.

Article 17. General Secretary and Deputy General Secretaries of the Association

The General Secretary and Deputy General Secretaries are elected by the Executive Board. The Executive Board specifies the duties, powers, and responsibilities of the General Secretary and Deputy General Secretaries.

Article 18. Secretariat

The Secretariat is the standing body assisting the Standing Committee, consisting of the Secretary General, Deputy Secretaries General, and Secretariat members nominated by the Secretary General and approved by the Standing Committee.

Article 19. Inspection Board

1. The number of members of the Inspection Board shall be decided by the Congress. The Chairman of the Inspection Board must be a member of the Executive Board and shall be elected by the members of the Inspection Board.

2. The Inspection Board is responsible for reporting to the Executive Board and the Congress on the activities of the Executive Board and the financial situation of the Association each year and during each term of operation.

3. When necessary, the Inspection Board may inform the situation and request the Executive Board to resolve issues identified by the Inspection Board according to its assigned tasks.

Article 20. Dissolution of the Association

1. The Association shall dissolve when divided, separated, merged, consolidated, or liquidated upon proposal by two-thirds of the members of the Executive Board or a resolution of the Congress recommending such action and approval by the competent state authority.

2. The Association shall dissolve in the following cases:

a) Upon expiration of the term of operation;

b) As decided by the Congress in accordance with Clause 7 of Article 13 of this Charter.

Chapter V

FINANCE AND ASSETS OF THE ASSOCIATION

Article 21. Revenue of the Association

1. Membership fees and annual dues from members.

2. Legal revenues of the Association and its affiliated organizations in accordance with the Association's financial regulations.

3. Voluntary contributions and sponsorships from individuals and organizations both domestically and internationally;

4. Financial support from the State Budget;

5. Other revenues.

Article 22. Expenditures of the Association

1. Costs to maintain the operations of the Association.

2. Other costs.

Article 23. Handling of Assets when Reorganizing the Association

In the event of division, separation, merger, consolidation, dissolution, the Association must conduct an inventory and handle assets in accordance with the provisions of the law.

Chapter VI

REWARD AND VIOLATION HANDLING

Article 24. Awards Encouragement and Reward

Members, members of the Executive Board, Standing Committee, Inspection Board, and staff of the Association who have made significant contributions to the development of the gas industry and the construction of the Association will be appropriately rewarded by the Association and may be recommended for rewards by state agencies.

The Standing Committee of the Association shall specify the rights, procedures, and criteria for awards.

Article 25. Handling Violations

Any member who acts contrary to the Charter and resolutions of the Association, damages the reputation and honor of the Association, misses regular meetings three times or more without valid reasons, or fails to pay membership dues for one year, will be reminded, criticized, or removed from the membership list depending on the severity of the case.

The Standing Committee of the Association shall specify the content, procedure, process, and form of handling violations.

Chapter VII

IMPLEMENTING PROVISIONS

Article 26. Amendment of the Charter

Amendments and supplements to the Charter must be agreed upon by the National Congress of the Vietnam Gas Association and approved by the competent state authority to take effect.

Article 27. Implementation Provisions

This Charter consists of seven chapters and twenty-seven articles, which were unanimously adopted at the founding congress of the Vietnam Gas Association and took effect from the date of approval by the Minister of Home Affairs. This Charter will cease to be effective when the Association ceases operations or dissolves./