CHARTER OF THE THAI BUSINESS (VIETNAM) ASSOCIATION
TABLE OF CONTENT
ARTICLE 1: DEFINITIONS
ARTICLE 2: STRUCTURE AND HEAD OFFICE OF TBA
ARTICLE 3: OBJECTIVE OF THE TBA
ARTICLE 4: MEMBERSHIP
ARTICLE 5: APPLICATION AND ELECTION FOR MEMBERSHIP
ARTICLE 6: RIGHTS AND DUTIES OF MEMBERS
ARTICLE 7: RESIGNATION, EXPULSION AND TERMINATION OF MEMBERS
ARTICLE 8: TBA MEETINGS
ARTICLE 9: CHAIRPERSON AND BOARD OF MANAGEMENT
ARTICLE 10: FUNDS, PROPERTY AND FINANCIAL MATTERS
ARTICLE 11: ADVISORY COMMITTEE
ARTICLE 12: REPORTING
ARTICLE 13: AMENDMENT OF THE CHARTER
ARTICLE 14: ESTABLISHMENT AND DISSOLUTION OF THE TBA
ARTICLE 15: DISPUTES
In these Charter and the TBA rules, the following words and expressions shall have the following meanings:
a) “Board” shall mean the Board of Management of the TBA established in accordance with Articles 9) b).
b) “Members” shall mean any Corporate Members, Individual Members and Oversea Members.
c) “Corporate Members” shall mean any company, representative office of economic, financial, insurance, consultant organization …branches of companies, commercial banks and parties involved in forms of foreign investment under the laws of the Socialist Republic of Vietnam.
d) “Individual Members” shall mean Individual who works or resides in Vietnam.
e) “Oversea Members” shall mean Corporate or Individual who run business outside Vietnam.
f) “TBA Meeting” shall mean any meeting of Members called in accordance with the Charter and the TBA rules.
g) “TBA Rules” shall mean the rules relating to the day-to-day management and operation of the TBA approved by members from time to time in accordance with Article 6) d).
h) “Funds” shall mean any fund provided to or charged by the TBA (including the TBA funding, fees charged to Members by the TBA and fee charged for service provided by the TBA)
i) “Membership Fee” shall mean annual fees charged to Members by the TBA
j) “Services” shall mean any facilities, activities, services and/ or information provided by the TBA to Members.
k) “Service Fees” shall mean fee charged by the TBA to Members for utilizing services provided by the TBA.
l) “Charter” shall mean this Charter and any amendment here to.
2. STRUCTURE AND HEAD OFFICE OF THE TBA
a) The TBA shall be an unincorporated, non-governmental, non-political, non-profit organization.
b) The Head Office of the TBA shall be established in Ho Chi Minh City, the TBA may establish a branch in another city of Vietnam with permission from Vietnam’s competent authorities.
3. OBJECTIVES AND ACTIVITIES OF THE TBA
a) Organizing the internal information activities as Business Dinners, Seminars.
b) Organizing activities to explore trade and investment opportunities.
c) Taking part in trade and investment promotion activities organized by the Vietnam Chamber of Commerce and Industry or other Vietnam agencies.
d) Organizing Meetings between Members and State Management Agencies on trade, investment and service.
e) The Board of the TBA is entitled to represent the TBA in proposing recommendations and measures to Vietnamese State Management Agencies in order to protect the legitimate interests of Members and contribute to the creation of a healthy business environment.
f) Being permitted to publish and circulate within weekly TBA News on commercial and investment activities in accordance with the Law on Publication of the Socialist Republic of Vietnam.
Membership in the TBA shall be divided into 3 categories:
(1) Corporate Members: Company, Representative Office or other Business Organization operating in Vietnam
(2) Individual Members: Individual who works or resides in Vietnam.
(3) Oversea Members: Corporate or Individual who runs business outside Vietnam
Corporate Members can nominate up to three (03) representatives from their Organization to represent them as Members and each of such Members shall have the same voting rights as an Individual Member. The Company Representative can be Thai or non-Thai. The appointment, removal and replacement shall be in written notice to the Board at any time.
Members shall renew membership annually.
5. APPLICATION AND ELECTION FOR MEMBERSHIP
Each candidate would like to apply for admission to the TBA as a member who must submit its application in the form prescribed by the Board and settle payment to the Head Office of the TBA. Application shall be considered by the Board, approved by Chairman, after receiving the fulfilled Application Form and payment receipt. The Board will promptly notify an Application whether or not it has been accepted as a Member. Election of a candidate as a Member will be valid from the date of the Board approval of the candidate’s application. In case the Board rejects the Application, payment must be returned to the candidate.
6. RIGHTS AND DUTIES OF MEMBERS
a) Each Representative of Corporate Members and Individual Members shall be entitled to one vote at TBA Meetings and have the right to serve on the Board of Management.
b) All Members shall be equally entitled to access to the Service of the TBA as is permitted under these Charter and the TBA rules and upon payment of any fees charged to Members in respect there by the TBA.
c) Majority of members present in person or by proxy at TBA meetings shall have the right to approve the adoption of TBA rules and any amendment thereto.
d) Each member shall be deemed by virtue (merit) of his/her Membership to agree to abide by these Statues and the TBA rules and to pay any fees charged by the TBA in accordance with these Statutes and the TBA rules.
e) No members shall, by reason of Membership of the TBA, be liable for any debt or obligation of the TBA in the absence of an express written promise to accept such liability.
7. RESIGNATION, EXPULSION AND TERMINATION OF MEMBERS
a) Any members would like to resign from membership of the TBA who must send written notice of its resignation to the head office address of the TBA. Each resignation notice shall be deemed to take effect on the date states in the notice, or if none, on the date that such notice is received by the TBA.
b) The Board may, by notice in writing, invite any member to resign Membership of the TBA if such Member has breached these Statutes or the TBA rules, or if, in the opinion of the Board, such Member has conducted himself/herself in an unbecoming manner or allowing such Members to remain as a Member would bring discredit to the TBA. If the Board has not received the resignation of a Member invited to resign or has not withdrawn its invitation for the Members to resign within 15 days after the date of the invitation to resign, the Board may recommend the expulsion of that Members from the TBA at a Board Meeting. A resolution to expel a Member passed by a majority of the Board Members shall be final and binding on the Member.
c) Membership will be automatically terminated on the date that a Member dies, resigns, is declared bankrupt or insolvent by a court of competent jurisdiction, is dissolved or ceased to carry on business, ceases to be eligible as a member, is expelled under Article 7. b) above, is over 50 (fifty) days in arrears of payment of any fees due to TBA or is declared by a court of competent jurisdiction to be legally or mentally incompetent.
d) Each member shall on termination of its Membership of the TBA for whatever reason forfeit all right to and claim upon the TBA and its property and funds and shall not be entitled to any refund of fees paid to the TBA.
8. TBA MEETINGS
a) TBA Meetings shall be regulated in accordance with the provisions of this Charter and the TBA rules.
b) The TBA must meet at least once each year. If the TBA Chairperson fails to call an TBA Meetings as required under this Charter or upon reasonable request to do so by any Members, then any 4 (four) Board Members or any ½ (half) majority of Members maybe notice in writing to all Members call an TBA Meetings.
c) The quorum for TBA Meetings shall consist of not less than one third of members present in person or by proxy. If a quorum is not present at a TBA Meetings , the meeting shall be adjourned for three weeks and members shall be notified of such adjournment. At the adjourned TBA Meeting, any number of members attending such meeting shall constitute a quorum.
d) Decisions of Association have to be approved by majority vote of official members who are entitled to vote in the meeting or via E-mail or Fax (modify voted with E-mail or Fax) - (registered to Service of Trade on Oct.11, 2005 No. 27/2005/DKTD-HH)
e) Advisors shall be entitled to attend all TBA Meetings and the Board may invite, at this discretion, any other persons to attend TBA Meetings on a regular or a case-by-case basis.
9. CHAIRPERSON AND BOARD OF MANAGEMENT (BOARD)
a) The TBA Chairperson who is member of TBA shall be elected by majority vote of the all eligible members and shall be elected every two years for a term of office commencing after 30 days of the chairperson election.
b) Board shall be appointed by Chairperson and consist of minimum 5 (five) persons who are Members of TBA.
c) If a Board members wished to resign from the Board, is absent from three consecutive Board Meetings, ceases to be ordinary resident in Vietnam, ceases to be the Members, or is requested to resign from office at any time pursuant to a resolution of majority vote of the Broad Members, then he/she shall, on request of the Board, give written notice of his/her resignation to the Board or, if no such notice is given within two weeks of request for the same by the Board, he/she shall be deemed to have resigned from the Board. On resignation or termination of office of any Board Members for any reason before the expiration of his/her normal tenure of office, the Chairperson may appoint another eligible Member to fill the vacancy and such Member shall remain in office until at which Chairperson election take place.
d) The Board shall regulate its own proceedings as it sees fit in accordance with the provisions of the Charter and the TBA rules. Generally and without limiting its powers, the Board shall:
i) Manage and supervise the day-to-day operations of the TBA
ii) Set the overall policy, approve the work programs of and direct the medium to long-term orientation of and monitor the operations of the TBA
iii) Submit the TBA Rules and any subsequent amendment thereto for approval by the Members.
iv) Establish appropriate operational bodies under the Board sees fit.
v) Have such powers and undertake all such activities as the Board, in its sole discretion, considers necessary or desirable for the Board to operate the TBA in accordance with the Charter and TBA rules.
e) The TBA Chairperson shall also be the Board Chairperson and shall call and hold all Board Meetings (or in his/her absence, another Board Members nominated by him/her shall hold Board meeting)
f) The Board shall meet as least four times a year. If the Board Chairperson fails to call sufficient Board Meetings, then any three Board Members may, by notice in writing to all Board Meetings, call a Board meeting.
g) A simple majority of the board of management present at a board of management meeting shall constitute a quorum. Telecom or e-meeting shall be accepted as attendance.
h) At Board Meetings, each Board Meetings present shall have one vote and resolutions shall be passed by majority vote. In the event of equality of votes at any Board Meetings, the TBA Chairperson shall have a casting vote.
i) The Board may invite, at its discretion, any Members or other persons to attend Board Meeting on a regular or case-by-case basis, as decided by the Board.
j) Unless specifically states otherwise herein, all documents relating to the TBA shall be valid if approved at a Board Meeting and signed by any two Board members.
k) All Board Members shall be indemnified and held harmless by the TBA against all losses, liabilities and expenses threatened, incurred or suffered by him/her in connection with his/her term of offices as a Board Member (whether arising during or after such term of office) provided that such Board Member in such event has acted honestly and in good faith and in a manner he/she believed to be in, or not opposed to, the best interests of the TBA.
10. FUNDS, PROPERTY AND FINANCIAL MATTERS
a) The TBA shall be entitled to receive Funds and shall pay for its operational expenses from the Funds.
b) The TBA shall charge such fees for Services made available by the TBA to Member and non-Members as are, in the sole discretion of the Board, necessary to cover the expenses of the TBA according to the TBA budget, on a non-profit making basis and in accordance with the guidelines set out in the TBA rules.
c) The TBA shall open bank accounts in a commercial bank for receipt and disbursement of funds and payment of expenses as the Board sees fits (“Bank Account”. All bank accounts of the TBA shall be opened in the joints names of any two Board members, who shall hold the monies of the TBA as trustees for the TBA and no amendments to bank mandates for, or withdrawal or payment from, any bank account may be made unless such amendment or request for withdrawal or payment is signed by at least two Board Members.
d) Annual financial statement of the TBA shall be prepared and audited by independent audit firms, in conformity with the provisions of the TBA rules.
e) The fiscal year of the TBA shall begin in 1st January and end of 31st December of each year, except in the first year of the TBA when the fiscal year shall begin on the date of adoption of this Charter and end on 31st December of the same year.
f) The TBA shall deal with the property of the TBA, as the Board shall from time to time direct in accordance with the Charter and the TBA rules.
g) Except as otherwise stated herein, all property of the TBA shall be vested in the names of any two Board Members as trustees for the TBA.
h) Upon termination of the term of office of any Board Members, he/she shall sign all papers and take all necessary actions to change bank account and mandate and to transfer the property of the TBA to other Board Members and if such action is not taken within three days after termination of any Board member’s term of office, the TBA Chairperson shall be entitled to sign all such papers on his/her behalf.
11. ADVISORY COMMITTEE
a) The TBA shall establish an Advisory Committee comprises of such member of person as are appointed according to Article 11 b), 11 c), 11 d).
b) Each of the following persons shall be entitled (but not obliged) in his/her sole discretion to appoint one representative to the Advisory Committee.
i) The Ambassador, the Consul General of Thailand
ii) The TBA Chairperson
iii) Each of the Prime Minister of Vietnam, the Planning and Investment Minister, the Foreign Affairs Minister, the Trade Minister of Vietnam and the Chairman of Vietnam Chamber of Commerce and Industry.
c) The appointment, removal and replacement (if at all) of persons on the Advisory Committee according to Article 11 b) shall be made by written notice sent to the TBA Office.
d) The TBA Chairperson shall automatically be appointed to the Advisory Committee
e) The Advisory Committee shall meet at least once every six months to make recommendations on the operation and orientation of the TBA, based on a written report submitted to it by the Board.
f) The TBA Chairperson (or, in her/his absence, another Board Members nominated by her/him) shall call and chair all meetings of the Advisory Committee and shall report back to the Board on the recommendations of the Advisory Committee.
g) The Advisory Committee shall regulate its own proceedings as it sees fit in accordance vote the provisions of the Charter.
Each six months, the Board shall submit to the Advisory Committee a written report on the operations of the TBA in the previous six months period and the TBA Chairperson, following submission of such report, shall meeting with the Advisory Committee to discuss the report. Following such meeting, the TBA Chairperson shall submit the report and if available, the recommendations of the Advisory Committee to the TBA. One copy of the report is submitted to the People’s Committee of Ho Chi Minh City through Service of Trade.
13. AMMENMENT OF THE CHARTER
a) Subject to Article 13 b), the charter may be amended only by resolution passed by half majority vote of the Corporate Members and Individual Members present in person or by proxy at a TBA Meeting called for such purpose.
b) Amendments to the Charter will be effective when accepted by Vietnam State competent agencies.
14. ESTABLISHMENT AND DISSOLUTION OF THE TBA
a) The TBA shall be established under the permission of the People’s Committee of Ho Chi Minh.
b) The TBA shall be dissolved by a resolution passed by half majority vote of the Members present in person or by proxy at a TBA Meeting called for such purpose.
a) Any disputed among Members and or persons appointed to the Advisory Committee relating to the TBA which cannot be resolved amicably shall be settled by majority vote of the Board.
b) The Board shall attempt to resolve amicably any disputes between the TBA and third parties (other than Members or persons appointed to the Advisory Committee) and if amicable resolution of a dispute is not possible, then to settle such disputes in Thailand by three arbitrators from the International Chamber of Commerce in accordance with its rules and the Board shall attempt to ensure that all documents signed on behalf of the TBA contain a dispute resolution clause accordingly.
The Charter was amended by TBA Meeting on 18 August 2017 at Royal Thai Consulate General in Ho Chi Minh City.
Signed by the Chairperson: