GBA Constitution

ARTICLE 9

BOARD OF THE GERMAN BUSINESS ASSOCIATION

9.1 The activities of the GERMAN BUSINESS ASSOCIATION shall be managed by an Board elected by the Ordinary Members at an GERMAN BUSINESS ASSOCIATION Meeting and shall consist of up to fifteen (15) persons of good standing who are either Corporate Representatives of Ordinary Corporate Members or Ordinary Individual Members ("Board Members").

9.2 The day-to-day operations of the Board shall be managed by an executive director duly appointed by the Board to be the executive director of the Board. The executive director shall execute the general affairs of the Board in accordance with the objectives, policies, constitution and regulations of the GERMAN BUSINESS ASSOCIATION under the supervision and control of the Board. The executive director shall be assisted by support staff of GERMAN BUSINESS ASSOCIATION.

9.3 Persons who are eligible for election as Board Members must be proposed and seconded by Ordinary Members and must consent to such nomination. Election of Board Members shall take place in accordance with the voting procedures set out in these Statutes.

9.4 Board Members shall be elected once (1) each calendar year at the Annual GERMAN BUSINESS ASSOCIATION for a term of office commencing on the date of his/her election and terminating on the date of the next Annual GERMAN BUSINESS ASSOCIATION Meeting at which new elections take place, and may be re-elected for subsequent terms.

9.5 The Board shall elect among the Board Members a Chairman, Vice-Chairman and a treasurer, on a majority vote and for a term of office commencing on the date of his/her election, terminating on the date of the next GERMAN BUSINESS ASSOCIATION Meeting at which new elections take place, and may be re-elected for subsequent terms.

9.6 If an Board Member wishes to resign, is absent from three consecutive Board Meetings, ceases to be ordinarily resident in Vietnam, ceases to be the Corporate Representative of an Ordinary Corporate Member or to be an Ordinary Individual Member, or is requested to resign from office at any time pursuant to a resolution of a two-thirds' (2/3) majority vote of the Board 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 Member for any reason before the expiration of his/her normal tenure of office, the remaining Board may invite another eligible Ordinary Member to fill the vacancy and such Ordinary Member shall remain in office until the next Annual GERMAN BUSINESS ASSOCIATION Meeting at which Board elections take place.

9.7 The Board shall regulate its own proceedings as it sees fit in accordance with the provisions of these Statutes. Generally and without limiting its powers, the Board shall:

(a) through its executive director manage and supervise the day-to-day operations of the GERMAN BUSINESS ASSOCIATION and the implementation of any contracts related to the GERMAN BUSINESS ASSOCIATION;

(b) establish the budget of the GERMAN BUSINESS ASSOCIATION;

(c) 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 GERMAN BUSINESS ASSOCIATION in accordance with these Statutes and the laws of Vietnam.

9.8 The Chairman of the Board shall hold office for a term equal to his/her term as an Board Member and shall call and chair all Board Meetings (or, in his/her absence, a Vice Chairperson or another Board Member nominated by him/her shall chair Board Meetings).

9.9 The Board shall meet at least once every three (3) months. If the Chairman of the Board fails to call sufficient Board Meetings, then any three Board Members may by written to all Board Members, call an Board Meeting.

9.10 The quorum for all Board Meetings shall consist of not less than four (4) Board Members.

9.11 At Board Meetings, each Board Member present shall have one vote and resolutions shall be passed by majority vote. In the event of equality of votes at any Board Meeting, the Chairman of the Board shall have a casting/deciding vote.

9.12 The Board may invite, at its discretion, any Members or other persons to attend Board Meetings on a regular or a case-by-case basis, as decided by the Board.

9.13 Unless specifically stated otherwise herein, all documents relating to the GERMAN BUSINESS ASSOCIATION shall be valid if approved at an Board Meeting and signed by any two (2) Board Members.

9.14 All Board Members including the Chairman of the Board and the Vice Chairman shall be indemnified and held harmless by the GERMAN BUSINESS ASSOCIATION against all losses, liabilities and expenses threatened, incurred or suffered by him/her in connection with his/her term of office as an Board Member (whether arising during or after such term of office) provided that such Board Member in such event have 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 GERMAN BUSINESS ASSOCIATION.

More articles

Article 1: Definitions

Article 2: Offices of The German Business Association

Article 3: Objectives of The German Business Association

Article 4: Membership

Article 5: Application for and Approval of Membership

Article 6: Rights and Duties of Members

Article 7: Resignation, Expulsion and Termination of Member

Article 8: German Business Association Meetings

Article 9: Board of The German Business Association

Article 10: Funds, Property and Financial Matters

Article 11: Amendment of The Statutes

Article 12: Dissolution of The German Business Association

Article 13: Governing Law and Disputes between Members

Contact
Ms. Nguyen Ho Tong Khanh Linh
Executive Office Manager
+84 28 3823 9772, ext 114