Regulations

SECTION I: NAME – PRINCIPLES – PURPOSE

Article 1: Name

Vietnamese Name: VIETNAM E-COMMERCE ASSOCIATION

English Name: VIETNAM E-COMMERCE ASSOCIATION

Short Name: VECOM

Article 2: Principles, Purpose

Vietnam E-commerce Association (hereafter The Association) is a social organization consisting of companies, organizations and individuals conducting business in e-commerce; applying e-commerce in their operating process; researching and providing e-commerce services. The Association operates on a voluntary and non-profit basis, for the purpose of gathering, uniting, cooperating, protecting and supporting members to develop e-commerce in Vietnam.

Article 3: Scope

The Association operates nationally, within the Law of the Socialist Republic of Vietnam, according to regulations on operation of associations.

Article 4: Legal stance

The Association has its main office in Hanoi and will open other representative offices in other locals when in need. The Association has a legal status, its own seal, its own property, is financially independent, has a bank account, has organizations, bodies, companies and publishers belonged to the Association. The establishment of organizations, bodies, companies and publishers is conducted following the Law.

SECTION II: DUTIES AND POWERS

Article 5: Duties and Powers

1. Represents and protect legal rights of its members.

2. Represent and gather opinions of members to reflect and propost to the Government about issues relating to e-commerce. Be the bridge between members and the Government, locals, organizations on policies, strategies, developing plan, supporting programs relating to e-commerce.

3. Consult and debate about e-commerce related issues according to requests from organizations and individuals.

4. Participate in building and executing e-commerce developing strategies, plans.

5. Consult, support, cooperate, connecting members, exchange information and experiences in applying and developing e-commerce and relating issues.

6. Organize forums, dialogues, meetings to exchange information and promote e-commerce.

7. Provide information, promote policies of the Government.

8. Help members solve conflicts through negotiation, reconciliation in conducting e-commerce business.

9. Join with public bodies to organize trainings on e-commerce for members and other subjects.

10. Survey and study e-commerce execution in and out of the country.

11. Publish and print magazines on e-commerce.

12. Participate in international cooperation in e-commerce field. Join in e-commerce associations in the region and in the world according to the law.

13. Implement other work when the Government demands or when other organizations authorize.

14. Organize training and consulting centre belonging to the Association when necessary, according to the Law.

15. Manage and use properties and financial resources of the Association according to the Law and the Regulations of the Association.

SECTION III: MEMBERS

Article 6: Members

1. Requirements

Individuals, companies and organizations whose legal status conducting business in e-commerce, or applying e-commerce in their operating process, or researching and providing e-commerce services, who are enthusiastic with the Association, voluntarily participate, commit to comply with the Regulations are eligible to become official members of the Association.

2. Members

a) Official members: individuals and companies whose legal status conducting business in e-commerce, or applying e-commerce in their operating process, or researching and providing e-commerce services, who are enthusiastic with the Association, voluntarily participate, commit to comply with the Regulations are eligible to become official members of the Association.

b) Associated members: foreign companies or representative offices (including companies and organizations with foreign invested capital) that have contribution to the development of the Association, voluntarily participate in, commit to comply with the Regulations are eligible to become associated members of the Association.

c) Honorable members: individuals and companies who are invited by the Executive Board of the Association to be honorable members.

Article 7: Participation Procedure

1. Subjects who are eligible as in Number 1 and 2 of Article 6 and want to join in the Association need to fill a form. Admission of new members is decided by the Executive Board of the Association.

2. Representatives of companies or organizations who are requesting to join the Association must be someone with authority to make decision. In the case of authorization, the person who are authorized to be the representative must have authority to make decision and must be held responsible as the consequence of the authorization.

3. The subjects officially become Members after paying the member fee according the regulation of the Association.

Article 8: Benefits

1. Benefited from the activities of the Association as stated in Article 5.

2. Official members are eligible for participating Meetings, nominating, self-nominating, voting, electing for leader positions of the Association as well as of local offices; discussing, voting for decisions of the Association; criticizing and questioning the Executive Board of the Association about every undertaking and activity of the Association.

3. Freely get out of the Association when no longer have the desire to be a Member. In this case, members need to notify the Executive Board by writing 30 days before and will receive confirmation within 30 days from the day the Board receives the writing from the Member. The Member must pay the full association fee for the last active year.

4. Honorable members and associated members receive the same benefits with official members, except for rights to self-nominate, vote, and elect leader positions of the Association.

Article 9: Duties

1. Obey the Regulations and follow decisions made by the Executive Board of the Association.

2. Hold positions that the Executive Board of the Association assigns.

3. Fully implement reporting, providing information as required by the Association which do not go against the Law.

4. Pay participation fee (when first join) and annual fee in full and in time as required by the Executive Board of the Association. Honorable members do not have to pay these two fees.

5. Unite, support, and cooperate with other members, protect the reputation of the Association.

Article 10: End of membership

Membership of the Association will end when one of the followings happens:

1. The company ceases to operate by itself, is suspended from operation, is dissolved or declared bankrupt

2. Is decided by the Executive Board of Association with consensus from at least half of the members of the Executive Board when the Member violates one of the followings:

a. Operating against the Law of Vietnam

b. Operating against the purpose of the Association that causes harm to the reputation of the Association

c. Not fulfilling all required obligation of Members, not fulfilling or severely violating regulations and decisions of the Association.

SECTION IV: ORGANIZATION SYSTEM OF THE ASSOCIATION

Article 11: Organization system of the Association

Organization system of the Association consists of:

1. General Assembly

2. Executive Board

3. Standing Committee

4. The Office

5. Examination Board

6. Members Board

7. Expertise Board

8. Sub-association and local branch

9. Organization under the Association

Article 12: General Assembly

1. The General Assembly is the highest body of the Association, summoned by the Executive Board once every 4 year, has the duty to:

a) Pass the operation report of the Association in the last term

b) Decide the direction for operation of the Association for the next term

c) Examine and pass the financial report of the Association

d) Modify and supplement the Regulations of the Association (if necessary)

e) Discuss and decide important matters of the Association which are beyond the deciding authority of the Executive Board.

f) Decide the number of members of the Executive Board and the Examination Board. Elect members for the Executive Board and the Examination Board.

2. When summoning the Assembly, the Executive Board of the Association has to publicize the agenda of the Assembly and has to send invitation to all Members at least 20 days before the tentative day.

3. In the special case when more than one half of the total members or more than two thirds of the Executive Board members request then the Executive Board will summon the Extraordinary Assembly. The agenda of this Assembly is decided by the Executive Board.

Article 13: Voting principles of the Assembly

1. The Assembly vote by raising hands or secret voting, decided by the Assembly.

2. The voting finalizes the decision of the Assembly when more than a half of all official members who participate in the Assembly voted for it.

3. Regarding the following important matters, more than two thirds of present official members must vote for its:

a) Amend or supplement the Regulations

b) Dissolve and liquidize properties.

Article 14: The Executive Board of the Association

1. The Executive Board is the highest leading body that regulates every operation of the Association in the period between two General Assemblies.

2. The number of members of the Executive Board is decided by the Assembly. The Executive Board is elected by all participating members of the Assembly.

3. Any addition to or replacement of members of the Executive Board of the Association between two Assemblies is made on the basis of the proposal of the Chairman of the Association, and must be approved by more than a half of the Executive Board members.

Article 15: Obligations of the Executive Board

1. Regulate all operations of the Association.

2. Specify and plan the execution of the Decisions of the Assembly.

3. Decide the organizational structures of the Association and organizations under the Association, elect the leading positions of the Association.

4. Build and announce the regulation of the Executive Board and organizations under the Association (if exist).

5. Prepare the content of and summon the General Assembly and Extraordinary General Assembly.

6. Reward and punish members.

7. Decide to dismiss members due to violation of regulations in Article 10 of this Regulations.

Article 16: Operating Principles of the Executive Board

1. The Executive Board meets regularly once every 6 month to summarize operating result of the Association. The Executive Board may meet on occasion if necessary.

2. The decision of the Executive Board is made upon the approval of the majority of present members. In the case of equal number of votes, the decision is made by the Chairman of the Association.

Article 17: The Standing Committee of the Association

1. The Standing Committee consists of the Chairman, Vice Chairman, General Secretary, Vice General Secretary, is responsible for representing the Executive Board of the Association organize the execution of specialized operations of the Association as well as decisions of the Assembly and the Executive Board.

2. The Standing Committee meets regularly once every two months or on occasion according to the proposal made by the Chairman of the Association.

Duties of the Standing Committee of theAssociation:

a) The Standing Committee is responsible for regulating the operation of the Association between two Assemblies of the Executive Board.

b) Examine the operation of the Office of the Association, Expertise Board and organizations under the Association (if exist).

c) Consider proposals from members to solve according to authorization, report to the Executive Board of the Association, public bodies and other authorized organizations.

d) Prepare the report to the Executive Board of the Association and the General Assembly.

e) Decide the participation of new members.

Article 18: Chairman and Vice Chairman

1. Chairman of the Association has the following rights and duties

a) Represent the Association before the Law and all other organizations in and out of the country

b) Organize the execution of the Regulations of the Association, the Decision of the Assembly and Resolution, Decision, and Regulation of the Executive Board of the Association

c) Lead the meetings of the Executive Board and the Standing Committee of the Association.

d) Sign the decision to establish or dissolve the organizations under the Association, promote or dismiss the positions of the leaders of organizations under the Association.

2. Vice Chairman of the Association assists the Chairman, is assigned by the Chairman to solve specific issues, and is authorized to regulate the operation of the Executive Board of the Association when the Chairman is absent.

Article 19: General Secretary of the Association

The General Secretary is the person responsible to the Chairman and the Executive Board of the Association for managing the daily operation of the Association. The General Secretary directly regulates the operation of organizations under the Association and has the following duties:

1. Build operation regulation of the Office

2. Manage property and assets of the Association.

3. Periodically report to the Executive Board about the activities of the Association.

4. Build reports about the Executive Board every year and every term.

5. Be responsible before the Executive Board and the Law for the activities of the Office of the Association.

6. Vice General Secretary of the Association assists the General Secretary, is assigned by the General Secretary to solve specific issues and is authorized to lead the Office of the Association when the General Secretary is absent.

Article 20: The Office of the Association

1. The Office of the Association is organized and operated according to the Regulation submitted by the General Secretary to the Executive Board of the Association to approve. The Office of the Association is the regular body that operate activities of the Association.

2. The Office of the Association may be located in any province or city that is convenient for the activities execution of the Association.

3. Staffs of the are recruited and work by contracts with terms.

Article 21: Examination Board

1. The Examination Board includes members that were elected in the Assembly among members of the Association. The Examination Board self-elects for the President to manage the operation of the Board.

2. The Examination Board works independently, has the duty to examine the execution of decisions made by the Assembly and the execution of the Regulations of the Association. President of the Examination Board is a member of the Executive Board.

3. The Examination Board has the duty to report to the Executive Board and before the Assembly about the examination activities and financial situation of the Association in the past term.

4. When necessary, the Examination Board may report to and request the Executive Board to solve problems that the Examination Board detected in executing its duties.

5. Solve complaints sent by members (if exist).

Article 22: Members Board

1. Members Board includes the General Secretary and members of the Executive Board, decided by the Chairman.

2. Members Board has the following duties and authorities:

a) Recruit members for the Association

b) Regulate the requirements to become a member of the Association

c) Consider admission application form

d) Submit to the Chairman of the Association the decision to accept the application form that the Members Board deems meet the requirements.

e) Proceed the deleting of the member name in the member list when they are no longer eligible.

Article 23: Expertise Board

1. Depending on the need for development during operating the Association, the Executive Board will decide whether to establish an Expertise Board of the Association.

2. The President of the Board is assigned and dismissed by the Chairman.

3. The functions, obligations and duties of the Board is decided by the Executive Board of the Association.

Article 24: Sub-association and local branch

The establishment of sub-association and local branch must be accepted by the Executive Board of the Association and public administration bodies according to the Law. Sub-association and local branch work following the regulations made by the Executive Board of the Association.

SECTION V: FINANCE OF THE ASSOCIATION

Article 25: Revenue Sources of the Association

1. Participation fee and annual membership fee.

2. Legal incomes from receivable activities of the Association and organizations under the Association (if exist).

3. Sponsored amounts of organizations and individuals in and out of the country according to the Law.

4. Allowances from the government (if exist).

Article 26: Expenditure of Association

1. Spend for regular activities

2. Purchase properties and assets

3. Maintain the operation of the Office including its properties and salaries for contracted staffs.

4. Other necessary expenditures.

Article 27: Financial Principles

The finance of the Association is managed according to the current Regulations made by the Government. The Association is financially balance by itself, spending using incomes.

SECTION VI: DISSOLUTION OF THE ASSOCIATION

Article 28: Requirements for Dissolution

1. The General Assembly makes the decision to dissolve.

2. The body that released the establishment license for the Association releases the dissolution decision. All procedures for dissolution must be implemented according to the Law of the Government.

SECTION VII: REWARD – PUNISHMENT

Article 29: Reward – Punishment

1. Members and organizations under the Association who have excellent achievements that contributed to the development of the Association is rewarded by the Executive Board or is requested by the Executive Board to receive rewards from public bodies according to the Law.

2. Members and organizations under the Association acting against the Regulations, Decisions of the Association and harming the reputation of the Association will have to compensate financially and receive discipline actions such as: depending on the seriousness of the breach, you will be liable for financial damages and be disciplined in the form of: reprimands, warnings, dismissals from the Association.

3. The Executive Board of the Association is responsible for building the regulation for rewarding and punishing the members of the Association.

SECTION VIII: EXECUTION

Article 30: Execution

The Regulations of Vietnam E-commerce Association consists of 8 sections, 30 articles passed by the First Meeting on July 24th, 2007 in Hanoi. The Regulations of Vietnam E-commerce Association only becomes effective upon the approval decision of the Ministry of Home Affair and only the Meetings of the Association have the right to supplement and modify the Regulations. The Executive Board of Vietnam E-commerce Association is bound to instruct the execution of this Regulations.

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