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Ministry of Home Affairs
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SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom - Happiness
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CHARTER (amended) of
VIETNAM ASSOCIATION OF SEAFOOD EXPORTERS AND PRODUCERS
(Approved with decision No.1172/QD - BNV 12th November 2014 of Minister of Home Affairs)
CHAPTER I
GENERAL PROVISIONS
Article 1. Name, logo
1. Vietnamese name: Hiệp hội Chế biến và Xuất khẩu Thủy sản Việt Nam.
2. English name: Vietnam Association of Seafood Exporters and Producers
3. Acronym: VASEP.
4. Logo:
Article 2. Objectives
The Vietnam Association of Seafood Exporters and Producers - (hereinafter referred to as The Association) is a voluntary organization, gathered by enterprises, non-production organizations and administrative bodies, which are taken part in the field of seafood processing and seafood import - export in Vietnam. The Association is registered with international name: "The Vietnam Association of Seafood Exporters and Producers " referred to shortly as VASEP. It is the objective of The Association to co-operate and coordinate activities among the member entities, with the provision to improve the product values, the qualities and competitive capabilities of 'made-in-Vietnam' seafood products; to develop and create all raw-material sources for the industry; and to represent and protect legal and legitimate interests of its members.
Article 3. Legal status, office
1. The Association shall have legal status, independent finance and the full right to open its own bank's account, operating under Vietnam’s rules and Charters are authorized by administrative bodies.
2. Head office: 218 Road No.6, Zone A, An Phu An Khanh New Urban Area, District 2, HCM city.
Article 4. Scope and activities
1. The Association operates nationalwide, in seafood producing, processing, seafood exports and imports.
2. Basing on the operation, the Association can ask for permission to establish Branch offices in some provinces and cities administered by the National Authority as ruled.
3. The Association is under state control of ministry of Agriculture and Rural Development and other state administrative bodies related to the scope and follows Vietnam’s rules.
Article 5. Operation principles
1. Voluntary, self- management.
2. Equal treatment, fair-right to all members and transparency.
3. Independent finance.
4. Not for profit.
5. Accordance with Constitution, laws and charter.
CHAPTER II
DUTIES AND RIGHTS OF THE ASSOCIATION
Article 6: Rights
1. To publicize for the aim of the Association.
2. To represent and its members in affairs related to seafood processing, exporting and importing.
3. To protect legitimate economic rights of The Association and its members accordance to the aim, and charter.
4. To establish, maintain and develop various forms of relation and cooperation among members on the basic of voluntariness and mutual benefit .The Association is to arrange the joint-activities among entity members to create favourable conditions for mutual understanding for the purpose of building-up the good will relationship among its members.
5. To participate in programs, projects, researches, consultancies, petitions, opponency, appraisals as proposed by administrative bodies; to provide services related to producing, processing, importing and exporting seafood; to conduct training courses.
6. The Association is responsible for petitions and proposals to governmental administrative bodies in all issues, related to seafood processing, exporting and importing. The Association is allowed to conduct training courses, provide other services as which are suitable with Vietnamese law and authorize certificates when all legal conditions are matched.
7. To cooperate with competent authorities to obtain objectives.
8. To establish legal entities within the Association in accordance with the law.
9. To raise funds of the Association from member fees and revenue from business activities to cover operating costs.
10. To receive funds from legal organizations and individuals- domestic and foreign, in accordance with the law.
11. To join organizations whose aims are suitable to the Association, sign and conduct agreements following Vietnamese law, report to related state authorities for the joining, signing and conducting.
Article 7. Duties
1. The Association is required to obey rules and regulations related to itself, to operate as regulated, national security, public order, morals and customs and traditions of the nation, legitimate rights and interests of individuals and organizations.
2. To unite its members, organize activities among the members for mutual benefits, comply with principles and purposes of the Association to contribute to the development of seafood industry and the country's development.
3. To spread knowledge and conduct training for members and guide them to comply with government laws, regulations and policies, and the Charter, Statutes and regulations of the Association.
4. To represent members to propose and participate in making guidelines and policies relating to the activities of the Association in accordance with the law.
5. To settle disputes, complaints and denunciations related to the Association in accordance with the law.
6. To develop and promulgate ethical rules for the Association.
7. To manage and use funds of the Association in accordance with the law.
8. To assist members to improve effectiveness and efficiency in production and business, market expansion, to strengthen competitiveness of Vietnam seafood products, in order to contribute to the development of seafood industry.
9. To perform the duties and to bear responsibilities in coordinating seafood export activities in accordance with law.
10. To form and develop coordination among members on a voluntary basis for mutual benefits; to organize joint activities and to facilitate mutual understanding in order to build relationships between members.
11. To develop membership, facilities and scope of activities of the Association; to establish and develop international relations.
12. To perform other duties as required by competent authorities.
CHAPTER III
MEMBERS
Article 8. Membership
1. Members include:
a. Full members: which mainly are Vietnamese enterprises directly processing and exporting seafood products, accepted by the Association.
b. Cooperated members: enterprises with legal status, joint ventures, 100% foreign capital enterprises in Vietnam operating in the fields related to seafood processing and exporting, accepted by the Association.
c. Honour members: individuals and organizations remarkably contributing to Association and respected by all members and Association’s Executive Board.
2. Members having legal status are entitled to send their representatives to Association. When changing the representative, members have to inform the Association’s Executive Board in writing.
Article 9. Member's rights
1. Being member of the Association, its legal status and rights are protected.
2. Association members are entitled to address opinions and proposals on concerned issues related to The Association, propose to to governmental administrative bodies about issues related to The Association activities.
Members are eligible for as much assistance and support as the Association can provide including:
· To be updated with necessary information and entitled to take part in activities hold by the Association.
· To be eligible for voting, nominating, being nominated to be Association Board members and other positions of the Association.
· To introduce new member(s).
· To be given member card (if any).
· To freely decide to maintain membership or not.
* Cooperated members and full members have the same rights and duties as full member, except for voting, nominating rights.
Article 10. Member’s duties
1. Members are required to strictly comply with provisions of laws, this Statue, Association regulations, and resolutions of the assembly or general meeting and of the Association Executive Board.
2. Actively participating in Association's activities.
3. Keeping the solidity between members of the Association.
4. Protecting the prestige and reputation of the Association, It is not allowed the member to use the Association's name for its own transactions unless authorized by the Chairman of the Executive Board.
5. Report to the Association as ruled.
6. Paying annual membership fee and other fees in a timely manner.
Article 11. Joining procedures
Enterprises, non-production units, organizations, and administrative bodies voluntarily registered to participate in the Association must submit application document set to the office of Association. The set includes:
a) Application form;
b) Membership declaration in standard form;
c) Notarized copy of establishment decision, business licence (for enterprises and non-production units);
d) Curriculum vitae of authorized representative attached with 2 passport-type photographs.
3. Enterprises, non-production units, and managers applied for membership shall be recognized as member after submitting application form and agreed by at least 50% standing committee.
4. New member shall pay annual membership fee within 15 days since the approval date.
5. The list of new membership will be informed to all members within 15 days since the approval date.
Article 12. Cease of membership
1. Membership will be ceased when:
a) Member voluntarily resigned from the Association by sending a written notice to the Association's Executive Board.
b) Member losing its legal status.
c) Approved by at least 2/3 members of the Association's Executive Board.
2. Member is expelled in the consequences of:
*. Seriously disobeying or violating Association Statute and regulations, which ruins reputation or prestige of the Association.
*. Failing to pay the annual membership fee in 2 (two) consecutive years.
3. The cease or expel decision shall take effect since the day of approval by the Chairman of Executive Board.
CHAPTER IV
OPERATION AND MANAGEMENT MECHANISM
Article 13. The association's management mechanism
1. General Assembly, Annual meeting
2. The Association Executive Board
3. The Supervisory Board
4. Committees
5. The Association office
6. Legal entities of the Association
Article 14. General Assembly and annual meeting
1. The General Assembly is the highest authority of the Association. General Assembly is held every 5 years. The annual meetings are held annually except the years of General Assembly. Non-annual meeting is organized when required by at least 2/3 members of the Controller board or at least 1/2 members of the Association.
2. The General Assembly or special general assembly with the presence of at least 50% of the number of members.
3. Annual Assembly is held in years that General Assembly is not held.
4. Major agenda of the General Assembly.
*. To discuss on summary report, orientations and tasks of performance of the Association.
*. To scrutinize and approve the balance of the previous term and the financial plans for the next term.
*. To discuss and contribute ideas to the reports made by the Association Executive Board and Supervisory Board.
*. To elect a new Association Executive Board and Supervisory Board.
*. To discuss and pass resolutions of the Assembly.
5. Agenda of the annual meeting:
*. To discuss the previous year summary report and the performance plans for the coming year.
*. To debate and endorse the balance of the previous year and the financial plans for the coming year.
*. To discuss and vote on issues brought forward by the Association Board, by the Supervisory Board or by members.
* To vote the supplemental members of the Executive Board and the Supervisory Board in case of vacant positions.
6. Voting
* Form of voting is decided by the Assembly.
* The decision is passed when agreed by at least 50% of the presented members.
7. Summons for a general assembly or annual meeting in writing with agenda are sent to all members at least 2 weeks prior to the meeting day.
8. Resolutions of general assembly or annual meeting are passed by the rule of majority vote. Each member has one vote. In case of not attending the assembly or annual meeting the representative can vote by proxy.
Article 15. Association’s Executive Board
1. Association’s Executive Board are official members of the Association elected by the Assembly. Number of members, structure, criteria are decided by the Assembly. The term for the Executive Board is equal to the term for the Assembly. The Executive Board is elected by closed-voting method. Nominee and candidate list must be approved by the general assembly. If two candidates won equally over half of votes, the priority will be given to the one who has more experience (in term of year-to-service) in the industry.
2. Rights and responsibilities of the Association’s Executive Board
a) Executing resolutions of the Assembly, resolutions of annual meetings, regulations, guide activities of the Association in the period between 2 General Assemblies;
b) Summoning and chairing annual meetings and General Assembly;
c) Making agendas, annual planning of the Association, or planning for the period between meetings of Association’s Executive Board.
d) Deciding structure of the Association, regulate Executive Committee activities, management and use of assets of the Association; rewards and disciplines; internal regulations of the Association. These regulations must be in accordance with the provisions of the Charter of the Association and the provisions of laws;
e) Making decisions on appointment or dismissal of the General Secretary, Deputy General Secretaris, Chief and deputy chief of Supervisory Board, Secretary of Product Committees; appoint members of Executive Board, and Supervisory Board. The number of supplementary members in Executive Board must not exceed30% of the number of supplementary members in Executive Board, which is decided by the Assembly;
f) Making decisions on dismissal of members in the Executive Board who are against regulations of the Executive Board and find the supplementary personnel for the post;
g) Making decisions on appointment or dismissal of the General Secretary and leaders of agencies established by the Association;
h) Scrutinizing and approving Association’s financial balance and financial plans in by terms or by year, which is sent from the General Secretary to the General Assembly or meetings;
i) Preparing work plans, agenda and documents to submit to the assembly(including special assembly) and all-member annual meeting;
k) Deciding to accept and to purge members;
l) Deciding on calling the assembly and all -member annual meetings;
m) Inviting renown experts to be members of honors;
3. The operation principles of the Executive Board;
a) The Executive Board operates under the Regulations of the Executive Committee, the Charter of the Association and the national laws;
b) The Executive Board has at least 2 (two) meetings annually as convocation by the Chairman. Extraordinary meetings may be held at the request of more than 50% (fifty percent) of the total members of the Executive Committee;
c) The meetings of the Executive Board are valid with the participation of more than 50% (fifty percent) of the total members of the Executive Board. Executive Board may vote by taking ballot or raising hands. Voting ways are decided by the Executive Board;
d) The resolutions and decisions of the Executive Board are adopted with more than 50% (fifty percent) of the total members to attend the meetings of the Executive Board. In the case of the approval and disapproval opinions are equal, the final decision belongs to the side of the President of the Association.
Article 16. Supervisory Board
1. Supervisory Board composes of a Chief, and a Deputy Chief and members. The number, structure and criteria of the members are decided in the meeting by the board. The tenure of the board is same with the tenure of the General Assembly.
2. Tasks and Responsibilities of the Board.
a) To monitor and supervise the implementation of the Charter of the Association, General Assembly resolutions; resolutions and decisions of the Executive Committee, the activities of the Association members;
b) To consider and resolve petitions, complaints and denunciations of its members and citizens submitted to the Association;
c) To request the Executive Committee hold an extraordinary meeting or unusual conference in case of raising urgent issues related to the Association;
d) The Chief of Board can take part in the meetings of the Executive Committee of the Association;
3. The principle of operation of the Supervisory Board: the Supervisory Board operates under regulations issued by the Executive Committee, to comply with national laws and the Charter of the Association.
Article 17. Committees
1. There are three committees under VASEP: Shrimp Committee, Marine Product Committee and Freshwater Fish Committee.
2. Member companies of three committees are producing and trading these certain species. Each company can join in all committees.
3. These committees operate under general regulations approved by the Executive Committee.
4. Each committee has a Standing Board appointed by the Association Executive Board. The Head of the Board is also a commissioner of the Executive Board who is assigned by Executive Committee and responsible for activities of committees.
5. Each committee could mobilize external contributions to serve for the specific tasks of the Committee for the mutual benefits of its members. Contributions are managed by the Association office under the regulations on finance management of the Association. The periodic finance reports would be submitted by the office to the Executive Board and to the committees.
Article 18. The Chairman and Vice-Chairmen of the Association
1. The Chairman the legal representative for the Association in and before all legal bodies; is a member and elected by in Executive Board. Criteria to choose The Chairman is regulated by Executive Board.
2. The Vice Chairman the legal representative for the Association in and before all legal bodies; is a member and elected by in Executive Board. Criteria to choose The Vice Chairman is regulated by Executive Board.
3. The Chairman has responsibilities and rights as follows:
a) Responsibilities and rights regulated in Executive Board’s regulation;
b) Being full responsible to the managing agency that granted Association's establishment, state agencies for Association’s activities, Executive Board and members of the Association; leading activities to make sure they are accordance with Association’s regulations, Meetings’ resolutions; resolutions and decisions of the Executive Board;
c) Organizing the implementation of resolutions of the assembly, all-member annual meetings and decisions of the Executive Board;
d) Summoning and chairing the meetings of Association's Executive Board;
e) Making decisions on appointment or dismissal of the General Secretary and leaders of agencies established by the Association;
f) Endorsing personnel for the Association office and other organization founded by the Association at the request of the General Secretary;
g) Establishing the professional subcommittees to consult on specific issues;
h) Endorsing Executive Board to sign documents of the Association;
i) If the Chairman is not present, the management is authorized to a vice chairman, through written document;
k) Chairing the next Executive Board meeting until the new Chairman is elected;
4. Vice-Chairmen are assigned by Executive Board, responsible for their acts with Executive Board and the law, in accordance with Association regulations and laws.
Article 19. General Secretary
1. The General Secretary must need the following norms: Being honest and truthful, having good knowledge of management, qualified experience and intensive relationship with the enterprises as well as State bodies and good international communication.
2. General Secretary must be excluded from all material interests offered by any member or other fisheries establishments.
3. Tasks and rights of General Secretary
a) Is the official spokesman of the Association;
b) To organize and run routine activities of the office, take responsibility before the Association's Executive Board and legal bodies for the office performance;
c) Arrange paperwork, transaction documents, recording files;
d) To stipulate regulations on operation, financial and property management of the Association submitted for Executive Board’s approval;
e) To periodically report to the Executive Board on performance of the Association;
f) To be entitled to participate in meetings of the Executive Board;
g) To make annual reports and the term-reports of Executive Board;
h) To be the account owner and in charge of financial and property management;
i) To manage lists, documents and profiles of members and units belong to the Association.
Article 20. Association office
1. The Association office operates in accordance with regulations submitted by the General Secretary to the Executive Board for approval.
2. Operation structure is designed by the General Secretary and later approved by the Association's Executive Board. Recruitment of office staff is conducted by a Recruitment Council and approved by the Chairman.
3. Office staff should be qualified persons, high sense of responsible and employed by public interview for long-term contract. They are prohibited to work for any other organization or individual doing the business in the area of seafood export and processing during their employment with the Association.
4. Budget for annual performance of the office is estimated by the General Secretary and submitted to the Association's Executive Board for approval and finally endorsed by voting at annual all-member meeting.
Article 21. Legal entities under the Association
1. The Association may set up legal entities doing information activities, journalism, consultancies, services for the needs of the Association in accordance with the national laws.
2. The legal entities operating in accordance with regulations approved by the Executive Board, signed and issued by Chairman of the Association and in accordance with the law.
3. Heads of the legal entities under the Association are recruited by the Executive Board of the Association, assigned by Chairman of the Association under the request of the General Secretary, responsible before the Executive Board and national laws.
CHAPTER V
DIVIDING, SEPARATING, MERGING, CONSOLIDATING, CHANGING NAME OF THE ASSOCIATION AND DISSOLUTION
Article 22. Division, separation; merger; consolidation; name changing and dissolution undertaken by the Association shall comply with the provisions of the Civil Law, the provisions of the state law on associations, General Assembly resolutions of the Association.
CHAPTER VI
FINANCE AND ASSETS
Article 23. Finance and Assets
1. Association' s revenues include:
a) The joining fee and annual membership fee contributed by members;
b) Income generated by association activities, such as advertisement, trade fair, exhibition, services....
c) Fund sponsored by individuals and local or international organizations;
d) Other legal incomes.
2. Association expenditure: Fund of the association must be utilized to ensure the right, economical, effective, and law-adhered principles, include:
a) Performance expenditure of the office, the Association's Executive Board, the Supervisory Board, conference, seminar, premise, office equipment, furniture...
b) Information, publication, advertisement ...
c) Construction, maintenance, repairs...
d) International cooperation;
e) Labor policies that are accordance to regulations of Executive Board of the Association;
f) Rewards and other activities that are accordance to regulations of Executive Board of the Association;
g) Others.
3. Based on annual financial situation, the Association's Executive Board proposes the acceptable membership fee, and submit to the General Assembly or All-member annual meeting for approval.
4. The Association's Executive Board formulates principles on management and utilization of Association's assets and budget complying with State general financial regulations, and publicity reported before members at All-member annual meeting.
5. Association's finance is audited by the Supervisory Board and reported annually to all members.
6. Association’s assets include offices, equipment, facilities for the operation of the Association. The assets of the Association shall be from the funds of the Association or donated by organizations and individuals in and outside the country, accordance with the laws.
Article 24. Finance and asset management of the Association
1. Finance and assets of the Association shall only be used for the operation of the Association.
2. Finance and assets of the Association which are divided, separated, merged; consolidated and dissoluted must be in accordance with the national law.
3. The Executive Board of the Association issues regulations on the management of finance and assets of the Association to ensure transparency and effectiveness in accordance with the state laws, the principles and purposes of the Association.
CHAPTER VII
AWARDS, VIOLATIONS AND TREATIES
Article 25. Awards
1. Units and members of the Association made outstanding achievements will be rewarded by the Association or the Association will propose rewarded in accordance with law.
2. The Executive Committee of the Association shall specify the form and powers, procedures reward within the Association in accordance with the law and the Charter of the Association.
Article 26. Violations and Treaties
1. Units and members of VASEP violating state laws or rules and regulation of the Charter must be subject to sanctions. Based on the violations, the ways of punishment will be applied for violators. The violators shall be reprimanded, received warnings, dismissed or even expelled from the Association in accordance with the state laws.
2. The Executive Board of the Association shall specify the competent disciplinary review process within the Association in accordance with the law and the Charter of the Association.
CHAPTER VIII
ENFORCEMENTS
Article 27. Amending and supplementing the charter
The charters are only amended or supplemented in the general meeting by the Association. The amendments and supplements to the charters must be approved by 1/2 (one half) of the official delegates presenting at the meeting.
Article 28. Effect
1. The Charter of Vietnam Association of Seafood Exporters and Producers includes 8 (eight) Chapters and 28 (twenty eight) Articles. These were approved by the Association in its extraordinary meeting on 12 June 2014 at Ho Chi Minh City and have effect in accordance with the Decision approved by the Minister of Home Affairs.
2. Pursuant to laws on association and the Charters of the Association, the Executive Board of the Association is responsible for guiding and organizing the implementation of the Charters. /.