The business association is formed basing on Decree No. 08/1998/ND-CP dated January 22, 1998 and all its subsequent amendments and addendums, promulgating the regulation on the establishment of Associations of foreign businesses in Vietnam.
NAME
1) The name of the association shall be The Hong Kong Business Association Vietnam (HKBAV) referred to hereinafter as “the Association” or “HKBAV”.
ADDRESS
2) The head office address of the Association shall be Sunwah Innovation Center, Sunwah Pearl, 6/F, Golden House Tower, 90 Nguyen Huu Canh Street, Ward 22, Binh Thanh District, HCMC, Vietnam or where it may relocate subsequently. #1203A, 12th floor, Zen Plaza, Nguyen Trai Street, District 1.
The Association may consider to set up other branch offices in different cities, according to the Laws of Vietnam.
OBJECTIVES
3) The Objectives of the Association are:
(a) To promote the development of investment, business and trade flows between
Vietnam and Hong Kong.
(b) To raise the profile of Vietnam in the Hong Kong business community and the profile of Hong Kong in the Vietnamese business community.
(c) To maintain relations with Business Associations in Hong Kong and global Hong Kong Business Associations worldwide through the Federation of Hong Kong Business Associations Worldwide and vice versa.
(d) To complement the bilateral activities carried out by missions and/or business organizations of Hong Kong.
(e) To support Hong Kong in accordance with the provisions in this constitution, any relevant law, and any HKBAV Contracts and to provide assistance to businesses in Hong Kong and Vietnam.
(f) To provide a platform for Hong Kong business people in Vietnam to discuss and exchange views regarding their commercial interests in Vietnam.
(g) To organize and to provide social functions and to promote fellowship and business networking opportunities among Members and non-members of the Association.
(h) To undertake all activities to achieve the above stated objectives, in conformity with this constitution, relevant laws, the HKBAV rules, and the HKBAV decisions.
MEMBERSHIP
4) Membership of the Association shall be open to all individuals in the employ of Hong Kong Companies or who have some others material connection with Hong Kong and who subscribe to the objectives of the Association as set out in Article 3 above and are willing to abide by the terms of this Constitution.
CATEGORIES OF MEMBERSHIP
5) There shall be the following categories of membership of the Association:
(a) Ordinary Membership:
i) Corporate Member – companies with up to three (3) nominated persons, who qualify for the membership pursuant to Article 4 and who are elected membership under Article 6 below
ii) Individual Member - persons who qualify for membership pursuant to Article 4 and who are elected to membership under Article 6 below
(b) Associate Membership:
i) Associate Corporate Member – companies with up to three (3) nominated persons, who are not qualified for membership pursuant to Article 4 but and who wish to associate themselves with the Association. Application will be verified by scrutiny of the General Committee of the HKBAV
ii) Associate Individual Member - persons who do not qualify for membership pursuant to Article 4 but wish to associate themselves with the Association. Application will be verified by scrutiny of the General Committee of the HKBAV
(c) Honorary Members – persons who have made and continue to make special contribution to the Association, which has to be nominated by the General Committee
APPLICATIONS
6) Candidates for Membership of the Association may apply for membership by sending a complete application form together with other required materials such as copy of passport, company license (or equivalent document) to the office and then determined by the General Committee whose decision shall be final.
The required materials of membership are based on Decree No. 08/1998/ND-CP dated January 22, 1998 promulgating the regulation on the establishment of Associations of foreign businesses in Vietnam.
MEMBERSHIP FEES
7) The Annual General Meeting provided for in Article 14 below shall decide in every Financial Year the maximum subscription which may be levied by the General Committee. The Financial Year shall be defined as the first day of November to the end of the next 12 months i.e. 1 November – 31 October. The General Committee shall verify prior such Financial Year decide the subscription within the limits laid down by the Annual General Meeting and the subscriptions so decided shall be notified to the members.
8) Annual subscriptions shall be due immediately on admission and annually at the beginning of the year. For newly enrolled Members, subscriptions may be paid by remaining quarters on pro-rata basis.
RIGHTS OF MEMBERS
9) The rights of the members are,
(a) Ordinary Membership shall have the following rights:
i) to nominate any candidate to the General Committee and to elect and to be elected to the General Committee;
ii) at General Meetings, to propose and vote on motions and to recall office-bearers;
(b) Associate Members and Honorary Members shall not have the right to nominate, to elect and to be elected to the General Committee without a majority approval, that is over fifty percent (>50%) of the General Committee.
(c) Ordinary Members, Associate Members and Honorary Members shall have the following rights:
i) to participate in the activities organized by the Association;
ii) to receive free of charge one copy of all Association circulars.
(d) No Members shall, by reason of membership of the HKBAV, be liable for any debt or obligation of the HKBAV in the absence of an express promise to accept such liabilities.
OBLIGATIONS OF MEMBERS
10) Members shall fulfill the following obligations:
(a) to abide by the Constitution and resolutions passed by General Meetings of the Association;
(b) to pay all prescribed fees when due;
(c) to abjure all commercial activity in their capacity as members of the Association.
At no time the HKBAV shall, by reason of accepting membership of any legal entity or individual, be liable for any debt or obligation of such entity or individual in the absence of an express written promise to accept such liabilities by the General Committee.
RESIGNATION, EXPULSION AND TERMINATION OF MEMBERS
11) All members shall be subject to the following terms and conditions.
(a) Any Member desiring to resign from membership of the HKBAV must deliver written notice of its resignation to the main office address of the HKBAV. Every resignation notice shall be deemed to take effect on the date stated in the notice, or if none, on the date that such notice is received by the HKBAV.
(b) The General Committee may, by notice in writing, invite any Member to resign its membership of the HKBAV if such Member has breached these by-laws or the HKBAV rules, or if, in the opinion of the General Committee, such Member has conducted in an unbecoming manner or allowing such Member to remain as a Member would bring discredit to HKBAV. If the General Committee has not received the resignation of a Member invited to resign or has not withdrawn its invitation for the Member to resign within 14 days after the date for the invitation to resign, the General Committee may recommend the expulsion of that Member from HKBAV at a General Committee Meeting. A resolution to expel a Member passed by two-third majority of the General Committee Members shall be final and binding on the Member.
(c) Membership will be automatically terminated on the date that a Member dies, resigns, ceases to be eligible as a Member, is expelled under the Article 11(b) above, is over three (3) months in arrears of payment of any fees due to HKBAV or is declared by a count of competent jurisdiction to be legally or mentally incompetent.
(d) Each Member shall on termination of its membership of HKBAV for whatever reason forfeit all right to and claim upon HKBAV and its property and funds and shall not be entitled to any refund of fees paid to HKBAV.
DISCIPLINE
12) Any Members who
(a) acts contrary to the Constitution of the Association, or
(b) takes any action in the Association’s name without the prior approval of the General Committee, or
(c) commits a criminal offence which is serious in the opinion of the General Committee may be disciplined by the General Committee. Such discipline shall be determined by the General Committee but may involve a written reprimand, suspension or dismissal from the Association.
13) Any Member whose annual subscription remains unpaid after a period of three months from the date of demand shall have his name brought to the attention of the General Committee at its next meeting. Any Member who then fails to pay without providing valid reasons acceptable to the General Committee, shall, after due warning has been given by the General Committee, cease to be a Member of the Association.
GENERAL MEETING
14) The Annual General Meeting of the Association shall be held each year after 1st October and not later than 31st December, unless circumstances beyond the control of the General Committee arise to prevent such meeting. Ordinary Members shall be notified in writing by the Secretary at least 14 days before the date of the meeting.
Twenty (20) Ordinary Members shall form a quorum, at any General Meeting. If a quorum cannot be formed at the first convocation, the meeting shall be adjourned and reconvened within 28 days, and Ordinary Members shall again be given 14 days’ notice in writing of such meeting. At the second convocation, any number of Ordinary members present at the meeting shall form a quorum.
15) Upon written request signed by a majority of the members of the General Committee, that is over fifty percent (>50%), or any 20 Ordinary Members, the Chairperson shall call an Extraordinary General Meeting within one month upon receipt of such request. The request for calling an extraordinary general meeting must be strictly confined to the objects as stated in the request. The procedure for notifying Ordinary Members and the composition of a quorum shall be the same as those for the Annual General Meeting.
16) Elections:
(a) Ordinary Members may nominate any other Ordinary Members to the General Committee. Nominations shall be made by Nomination Form which should be submitted to General Committee at least 14 days prior to the election. The number of nominations will not be limited. A list of candidate will be distributed to all Ordinary Members at least one week prior to the Election.
(b) At the Annual General Meeting, Ordinary Members shall elect from among themselves by secret ballot a committee up to thirteen (13) Ordinary Members who will then be the members of the General Committee for the following twenty four (24) months, excluding Honorary Chairman. Election of General Committee Members shall take place by secret ballot of Ordinary Members of HKBAV present in person or by proxy at the Election, each of whom shall vote in accordance with the voting procedures laid down by the General Committee. Each Ordinary Member may only vote maximum thirteen (13) candidates to the General Committee.
(c) The thirteen (13) candidates including the Chairperson, obtaining the thirteen (13) highest votes on a single ballot shall be the General Committee Members. The office of Chairperson shall be elected by all Ordinary Members of HKBAV and should obtain at least 25% of all votes, included absentee ballot. If the candidate of Chairperson with the highest vote does not exceed 25% of all votes, the 3 candidate obtaining the highest 3 votes will be elected by all Members again in a second round.
The elected General Committee members shall elect and dismiss, by a majority vote with over fifty percent (50%) at least for up to 4 Vice-Chairpersons, 1 Treasurer and 1 General Secretary and among the General Committee members. The remaining General Committee Members shall be without portfolio and who will be assigned proper duty from time to time by the Chairperson.
17) The General Committee Chairperson shall also be the HKBAV Chairperson and shall hold office for a term of two (2) calendar years equal to the term as a General Committee member and shall call and chair all General Committee Meetings (or, in his/her absence, another General Committee Member nominated by him/her shall chair General Committee Meetings).
18) A General Meeting shall have the following functions and powers:
(a) to raise any matter relating to the policy and the management of the Association;
(b) to recall office bearers or elect others in their place;
(c) to vote on amendments to the Constitution;
in addition, an Annual General Meeting shall
(d) elect the General Committee for the coming year;
(e) receive and vote on the reports submitted by the outgoing Chairperson and Treasurer including the annual report and audited financial report;
(f) vote on resolutions or other business raised by any voting Member present.
At all General Meetings of the Association, motions shall be carried by a simple majority
of the Ordinary Members present save that amendments to the Constitution shall require
a two thirds majority of Ordinary Members present.
THE GENERAL COMMITTEE
19) The General Committee shall observe the followings.
(a) The General Committee shall meet as often as necessary, and at least eight times of two (2) calendar years; at least seven (7) days’ notice of meetings shall be given to each committee member by the office.
(b) If the Chairperson fails to call sufficient General Committee Meetings, then any three General Committee Members may, by notice in writing to all General Committee Members, call a General Committee Meeting.
(c) The General Committee may invite up to two Ordinary Members from time to time to the General Committee Member meetings. The Ordinary Members shall not vote in the General Committee meetings.
(d) At meetings of the General Committee, seven (7) General Committee Members shall form a quorum to pass all issues, which have been discussed and followed by the report to those absented General Committee Members.
(e) All decisions of the General Committee shall be taken by a majority of members present, over fifty percent (50%) at least; in the event of the voting being equal, the Chairperson of the meeting shall have a casting vote.
As when circumstance needed, decision of General Committee shall be conducted through e-voting, the consent resolution in writing by the General Committee which reaches over fifty percent 50% of the votes, shall be as effective as a resolution duly passed at the meeting.
(f) In the event of vacancy occurring on the General Committee, the remaining members shall have the power to fill the vacancy from among Ordinary Members of the Association until the next Annual General Meeting.
DUTIES OF THE GENERAL COMMITTEE
20) The duties of the General Committee shall be as follows:
(a) to carry out resolutions passed by General Meetings;
(b) to authorize payments by the Treasurer from the funds of the Association;
(c) to recommend amendments to the Constitution of the Association;
(d) to draw up, implement and participate in all activities, lectures, visits, tours and exhibitions carried out by the Association or in which the Association cooperates with other organizations;
(e) to authorize publications by the Association;
(f) to organize social activities and encourage fellowship among Members
The General Committee may delegate any of these duties to any subcommittee of Ordinary Members.
21) The General Committee shall also have the following powers;
(a) to administer the assets of the Association;
(b) to make, enforce, amend and repeal such by-laws and regulations as may be necessary for the conduct of the Association or any committee or subcommittee thereof and for the conduct of the Association's meetings;
(c) to appoint a Member or Members of the Association or an editorial board to prepare the publication of the Association's bulletin (if any) or other records of the proceedings of the Association;
(d) to appoint a substitute to act during the temporary absence of any Committee Members;
(e) to appoint any committee or sub-committee consisting of members of its own body together with such other persons as it may think fit and to delegate any of its powers to such committee or sub-committee and prescribe the functions, duties and powers thereof and revoke any such delegation and determine all or any such functions, duties and powers.
(f) to appoint an Advisory Board consisting of members who bring significant benefits to the Association personally or through their companies’ membership over the years to continue to tap their connections and experience. The Advisory Board may be invited to the General Committee meetings but will have no voting rights at such meetings;
(g) to nominate and vote for some successful and reputable persons from Hong Kong as our Honorary Chairmen/Member(s). The candidates should be some honorable persons active in business between Hong Kong & Vietnam and qualified with the prerequisites mentioned at the Annex in accordance with HKBAV rule.
(h) To represent in attending different events and meetings on behalf of HKBAV.
(i) To provide general direction to handle publicity
(j) For the events and meetings of HKBAV, the participation rate should be over 50% per year
(k) Provide direction to Secretariat Office of the execution of works
THE CHAIRPERSON
22) The duties of the Chairperson of the Association shall be as follows:
(a) to preside, when present, at all meetings of the Association;
(b) to sign all papers in the name of the Association, except on such matters as he/she shall delegate to other members of the General Committee;
(c) to present an annual report on the Association's work for to the Annual General Meeting;
(d) to supervise the work of the General Committee.
(e) Upon his retirement the Chairperson shall become a member of the next General Committee for a period of twenty four (24) months as an ex-officio member and with no voting rights.
THE VICE - CHAIRPERSONS
23) The Vice-Chairpersons of the Association shall carry out the duties of the Chairperson in the absence of the latter and such other duties as the General Committee may allocate to him, and assist Chairperson on all his/her duties as above mentioned.
THE TREASURER
24) The duties of the Treasurer of the Association shall be as follows:
(a) To Supervise the Accounting and Financial Reporting of the Secretariat Office for the operating account and the Charity Funds account:
i) to collect all subscriptions and other moneys due to the Association and deposit these into an account in the name of the Association at a bank to be named by the General Committee;
ii) to make all payments on behalf of the Association duly authorized by the General Committee;
iii) to prepare a financial report of the past year and a statement of accounts with external auditor appointed by the General Committee;
(b) To verify the authenticity of the financial report and statement of accounts prepared by the Secretariat Office and the appointed external auditor, if required, and present in the Annual General Meeting.
(c) To prepare the annual budget for the next financial year and make recommendations on cost control, general expenditures and investment strategies where applicable, for the approval of the General Committee.
THE GENERAL SECRETARY
25) The duties of the General Secretary of the Association shall be as follows:
(a) To supervise the day to day operation of the Secretariat Office;
(b) to call all General Meetings and Annual General Meetings of the Association and Committee Meetings as provided for herein.
(c) to review minutes of all meetings of Committee Meetings and all General Meetings and Annual General Meetings prepared by the Secretariat Office, and to distribute the same as directed by the General Committee;
(d) to provide support to the Secretariat Office in the preparation of annual business/activity plan in collaboration with the Treasurer
(e) such other duties as the General Committee may allocate to him.
THE HONORARY CHAIRMEN/MEMBERS
26) The duties of the Honorary Chairmen and the Honorary Members of the Association shall be as follows:
(a) to promote and enhance the interflow of economy & trade development between the Hong Kong business community and Members of HKBAV.
(b) to lead potential HK businessmen to carry out research in Vietnam and create
business chances for Members of HKBAV.
(c) to promote recruitment of member in Vietnam, HK and abroad, on behalf of HKBAV and establish & maintain close contact and friendly relationship with HK business organizations worldwide.
AMENDMENTS TO THE CONSTITUTION
27) Any alterations, amendments or additions this Constitution shall be subject to the approval of the Ordinary Members at a General Meeting. A copy of the proposed amendment shall be sent to all Ordinary Members at least 14 days prior to such meeting. A two-thirds majority of those present and eligible to vote shall be necessary to ratify such alterations, amendments or additions.
PUBLICATIONS
28) The Association shall publish a bulletin or e-bulletin and such other publication as the General Committee deems fit (if any), but shall be subject to the laws of Vietnam.
ACCOUNTS
29) The accounts of the Association shall be kept at the Secretariat Office who shall prepare an annual Financial Report each financial year under supervision of the Treasurer. The report shall be submitted to the Annual General Meeting of the Association. External audit to the statement will be performed if necessary.
30)Unless otherwise determined by the General Committee, all cheques and other financial documents shall be signed on behalf of the Association by any two of the following persons, the Chairperson, the Vice-Chairpersons, or the Treasurer, or by any one of them together with such other person as may the General Committee approve.
USE OF FUNDS
31) The Funds of the Association shall be used in the furtherance of the objects of the Association as laid down in Article 3.
DISSOLUTION
32) The Association shall not be dissolved except by resolution passed with a two-thirds majority of the Voting Membership. In the event of such dissolution, all debts and liabilities legally incurred on behalf of the Association shall be discharged, and the remaining assets donated to a charity organization to be nominated by the General Committee.
