Decision No. 797/QD-BNV Approving the Charter (Amended and Supplemented) of the Anti-Counterfeit and Intellectual Property Protection Association for Foreign-Invested Enterprises in Vietnam for the 2008-2010 Term

Pursuant to …;

Approving the Charter (amended and supplemented) of the Anti-Counterfeiting and Intellectual Property Protection Association of Foreign-Invested Enterprises in Vietnam for the term 2008-2010

The term 2008-2010

________________________________

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

Considering the proposal of the Chairman of the Anti-Counterfeiting and Intellectual Property Protection Association of Foreign-Invested Enterprises in Vietnam and the Director of the Department of Non-Governmental Organizations,

DECISION:

Article 1. Approves the amended and supplemented Charter of the Anti-Counterfeiting and Intellectual Property Protection Association of Foreign-Invested Enterprises in Vietnam adopted at the General Assembly on November 6, 2008.

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

Article 3. The Chairman of the Anti-Counterfeiting and Intellectual Property Protection Association of Foreign-Invested Enterprises in Vietnam, the Director of the Department of Non-Governmental Organizations, and the Director of the Office of the Ministry of Home Affairs are responsible for implementing this Decision.

CHARTER (AMENDED AND SUPPLEMENTED)

Anti-Counterfeiting and Intellectual Property Protection Association of Foreign-Invested Enterprises in Vietnam, term 2008-2010
(Approved pursuant to Decision No. 797/QD-BNV dated May 14, 2009

of the Minister of Home Affairs)

PART I

NAME, AIMS AND OBJECTIVES

Article 1. Name

Vietnamese name: Anti-Counterfeiting and Intellectual Property Protection Association of Foreign-Invested Enterprises in Vietnam.

English name: Vietnam Anti-Counterfeiting and Intellectual Property Protection Association of Foreign Invested Enterprises.

Abbreviation: VACIP

Article 2. Purpose and Nature of the Association

The Anti-Counterfeiting and Intellectual Property Protection Association of Foreign-Invested Enterprises in Vietnam is a non-governmental, non-political, and non-profit organization established on the principle of voluntary participation of foreign enterprises licensed to operate in Vietnam.

The purpose of the Association is to link and voluntarily cooperate among foreign enterprises legally operating in Vietnam, committed to complying with Vietnamese laws, legal documents, international treaties to which Vietnam is a party, and the laws of the country of the enterprise's nationality without contravening Vietnamese law, to protect the legitimate rights and interests of members, represent members in coordinating with Vietnamese state management agencies to combat counterfeit goods, protect intellectual property rights, support each other in business management experience, enhance professional skills, provide information on policies, legal regulations of the Vietnamese State in economic and anti-counterfeiting fields, and improve the effectiveness of foreign investment activities in Vietnam of participating enterprises.

Article 3. Legal Status

Clause 1. The Anti-Counterfeiting and Intellectual Property Protection Association of Foreign-Invested Enterprises in Vietnam has legal status, its own seal and separate bank account.

Clause 2. The main office of the Association is located in Ho Chi Minh City and it has representative offices in localities or abroad in accordance with Vietnamese law.

Article 4. State Management of the Association

The Anti-Counterfeit and Intellectual Property Protection Association for foreign-invested enterprises in Vietnam shall be subject to state management by the Ministry of Planning and Investment in the field of the Association's activities. The Association operates nationwide in accordance with the laws of the Socialist Republic of Vietnam and this Charter.

Chapter II

TASKS AND LIMITATIONS OF THE ASSOCIATION

Article 5. Tasks of the Association

1. To disseminate and educate members to understand clearly the policies, guidelines, and policies of the Vietnamese State regarding anti-counterfeiting work and intellectual property protection.

2. To represent members in proposing and making recommendations to Vietnamese agencies and organizations on policies, measures related to anti-counterfeiting work and intellectual property protection to create a fair competitive environment.

3. To provide advisory support to members on issues related to anti-counterfeiting work and intellectual property protection.

To provide information to members about policies, laws, and guidelines of the Vietnamese State related to anti-counterfeiting work and intellectual property protection.

4. To organize conferences and seminars to exchange experiences in anti-counterfeiting; encourage cooperation and collaboration among members to coexist and develop in accordance with the law. The Association may send members to attend meetings and conferences related to the activities of the Association both domestically and internationally as stipulated by law.

Article 6. Rights and Limitations of the Association

1. To represent members in proposing and making recommendations to the Vietnamese State on policies, measures encouraging and assisting in developing anti-counterfeiting activities and intellectual property protection in Vietnam.

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

3. To build and develop the organizational structure of the Association and expand membership; to establish material bases and broaden the scope of the Association.

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

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

6. To coordinate with relevant agencies and organizations to fulfill the tasks of the Association.

Chapter III MEMBERS

Article 7. Members

Foreign enterprises operating legally in Vietnam that agree with the Charter and voluntarily apply to join the Association are eligible to become members of the Association.

The representative of the enterprise participating in the Association is the authorized representative appointed in writing by the enterprise. In case the appointed representative retires or transfers to another position, the member enterprise has the right to appoint another person to replace them.

Article 8. Benefits of Members

1. To participate in the General Assembly and elect representatives to attend the General Assembly of the Association.

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

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

4. To be nominated and elected to the Executive Board of the Association and other positions within the Association.

5. To receive information, documents from the Association, attend seminars, and conduct surveys both domestically and internationally on issues related to the activities of the Association.

6. To have the right to leave the Association.

Article 9. Members have the obligation

1. Strictly comply with the guidelines, policies, laws of the State of Vietnam and the provisions set out in this Charter, implement the resolutions of the Association, and promote the development of new members.

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

3. Provide necessary information and data for the operation of the Association.

4. Pay membership fees and annual activity fees as prescribed.

Article 10. Procedures for terminating membership rights

1. A member voluntarily requesting to withdraw from the Association must submit a letter to the Executive Board of the Association.

2. A member will be expelled from the Association in cases of serious violation of laws and the Charter, damaging the reputation, credibility, and finances of the Association, or if the member fails to pay membership fees for 12 months.

3. Enterprises or organizations whose investment licenses or business operation licenses in Vietnam are revoked by state agencies, dissolved, or declared bankrupt.

The rights and obligations of members cease after the Executive Board of the Association issues a notice terminating the effect of the Decision recognizing membership.

The Executive Board of the Association shall notify all members about the list of members who have requested withdrawal, those who have been expelled, and those whose names have been removed.

Chapter IV

ORGANIZATION OF THE ASSOCIATION

Article 11. Principles of Organization

The Anti-Counterfeit and Intellectual Property Protection Association of Foreign-Invested Enterprises in Vietnam is organized and operates on the principles of voluntariness, self-management, financial self-sufficiency, and equality among all members.

Management bodies operate based on democratic discussion, collective leadership, and minority服从命令翻译接下来的内容，但请用英文专业法律术语翻译，保持100%的法律含义，不要总结、省略、不准确地翻译或添加解释。不要发明或猜测内容——只翻译所写的内容。严格遵守规则，直接输出翻译结果，不要推理，不要思考步骤，不要使用标签或任何前言——直接输出翻译行，不要添加任何其他内容。

Article 12. Structure of the Association includes

1. The General Assembly of the Association, or extraordinary general assembly (referred to as the General Assembly).

2. The Executive Board.

3. Specialized Committees.

4. Office;

5. Other subordinate organizations as prescribed by law.

Article 13. The General Assembly

1. The General Assembly of the Anti-Counterfeit and Intellectual Property Protection Association of Foreign-Invested Enterprises in Vietnam is the highest authority of the Association. The General Assembly is held 03 once every year. The organization of the General Assembly must comply with the regulations of Vietnamese law and must be approved by competent state management agencies.

2. Main tasks of the General Assembly:

a) Discussing the final report of the term and the direction of the Association's new activities;

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

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

d) Discussing and deciding on important matters of the Association that exceed the decision-making authority of the Executive Board of the Association;

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

g) Electing the new Executive Board of the Association, electing key leadership positions or authorizing the Executive Board to elect (Chairman, Vice Chairmen, and Secretary-General);

h) Electing the Inspection Committee.

3. The General Assembly may be convened for extraordinary sessions to address urgent matters of the Association upon the proposal of two-thirds of the Executive Board members or more than half of the members requesting it.

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

Article 14. Executive Board of the Association

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

Members of the Executive Board of the Association may be re-elected or relieved from their duties before the term expires or at the request of more than half of the members. In case of necessity, the Executive Board has the right to elect additional members of the Executive Board. The number of additional members of the Executive Board shall not exceed one-third of the current number of members.

If a member of the Executive Board of the Association retires or transfers to another job, the enterprise may appoint a representative to replace them as a member of the Executive Board.

The term of office of the Executive Board of the Association is three years, operating according to the regulations approved by the Congress.

2. The Executive Board of the Association convenes regularly every six months.

3. Duties and powers of the Executive Board of the Association:

a) Decide on measures to implement resolutions, programs of activities for the term of the Congress;

b) Decide on annual work programs and plans and report the results of the Executive Board's activities to the members;

c) Decide on membership fees and annual dues. Approve financial plans and annual settlements;

d) Define the organizational structure and operation of specialized committees, the Association's Office, and regional representative offices; Define principles, systems, usage, and management of assets and finances of the Association;

e) Appoint heads of specialized committees and representatives of the Association in various regions;

g) Prepare the content, agenda, and documents to be submitted to the Congress;

h) Decide to convene the Congress for the term or the Delegates' Conference.

Article 15. President and Vice Presidents

1. The President of the Association has authority and responsibility:

a) Represent the legal entity of the Association before the law;

b) Organize the implementation of Congress resolutions, Delegate Conferences, and decisions of the Executive Board of the Association;

c) Chair meetings of the Executive Board of the Association;

d) Directly lead the General Secretary of the Association;

đ) Approve personnel of the Association's Office and other organizations established by the Association;

e) Be responsible to the Executive Board of the Association and all members for the activities of the Association.

2. Vice Presidents of the Association assist the President, assigned by the President to handle specific issues and may be authorized to manage the work of the Executive Board when the President is absent.

Article 16. General Secretary of the Association

1. Is the direct manager of all activities of the Association's Office.

2. Develop operational regulations of the Office, financial management regulations, and asset management of the Association for approval by the Executive Board of the Association.

3. Regularly report to the Executive Board of the Association on the activities of the Association.

4. Prepare annual reports and term reports of the Executive Board of the Association.

5. Manage lists, files, and documents of members and affiliated organizations.

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

7. Assistants to the General Secretary include Deputy General Secretaries. Deputy General Secretaries are appointed by the President based on the recommendation of the General Secretary and with the agreement of the Standing Committee of the Executive Board.

Article 17. Office of the Association

1. The Office of the Association shall be organized and operate according to the Charter submitted by the General Secretary for approval by the Executive Board of the Association.

The Office of the Association may be located in provinces or cities as provided by law to facilitate the implementation of the Association's activities.

2. Staff of the Office of the Association shall be recruited and work under employment contracts in accordance with the provisions of the Labor Code.

3. Operating funds of the Office shall be budgeted by the General Secretary and submitted for approval by the Executive Board of the Association.

Article 18. Supervisory Board

1. The Supervisory Board shall be directly elected by the National Congress of the Association. The number of members of the Supervisory Board shall be decided by the Congress.

2. The Supervisory Board shall operate according to the Charter approved by the Congress.

Chapter V

FINANCE AND ASSETS OF THE ASSOCIATION

Article 19. Sources of Income of the Association

1. Membership fees and annual maintenance fees paid by members in accordance with the Financial Regulations of the Association.

2. Sponsorship from organizations and individuals both within and outside the country as prescribed by law.

3. Other lawful income

Article 20. Expenditures of the Association

Expenditures shall be made according to the Financial Regulations of the Association such as expenses to ensure the operation of the Association's machinery, information activities, conferences, seminars, publicity, journalism, technical facilities, and other reasonable expenditures as decided by the Standing Committee of the Executive Board of the Association.

Article 21. Management and Use of Finance and Assets

1. The Executive Board of the Association shall stipulate the management and use of finance and assets of the Association in compliance with the regulations of the State of Vietnam.

2. The Supervisory Board shall have the responsibility to inspect and report annually on financial and asset matters publicly to the members.

3. When the Association ceases operations or is dissolved, all assets of the Association shall be disposed of in accordance with the laws of Vietnam.

Chapter VI

DISSOLUTION OF THE ASSOCIATION

Article 22. Dissolution

The Association shall cease operations in the following cases:

1. The Association voluntarily dissolves pursuant to a resolution of more than 50% of the total number of members.

2. The Association is dissolved when it has not operated continuously for twelve months.

3. Upon dissolution, the state agency responsible for dissolving the Association shall appoint a liquidation committee. The liquidation committee shall have the responsibility to report the results of liquidation to all members and relevant state agencies.

ChapterVII

REWARD AND DISCIPLINE

Article 23. Awards

Members who have contributed to the development of the Association shall be rewarded.

Article 24. Discipline

Members who act contrary to the Charter of the Association, damaging the reputation and interests of the Association, shall be subject to disciplinary measures such as criticism, warning, or expulsion from the Association.

Chapter VIII

REPORTING REGIME AND GUIDELINES FOR IMPLEMENTATION OF THE CHARTER

Article 25. Reporting System

Every six (6) months, the Association shall report on its operational situation, organizational structure, personnel changes, or changes in headquarters address (if any) to the Ministry of Home Affairs and the Ministry of Planning and Investment.

Article 26. Implementation Guidance

This Charter consists of eight (8) Chapters and twenty-six (26) Articles, which were unanimously adopted by the National Congress of the Anti-Counterfeit and Intellectual Property Protection Association of Foreign-Invested Enterprises in Vietnam for the term 2008-2010 on November 6, 2008. The Executive Board of the Association shall be responsible for guiding the implementation of this Charter in accordance with the provisions of the law.

Any amendments or supplements to this Charter must be unanimously approved by the National Congress of the Anti-Counterfeit and Intellectual Property Protection Association of Foreign-Invested Enterprises in Vietnam and approved by the competent state authority before they can take effect.