GBA Statutes

STATUTES
GERMAN BUSINESS ASSOCIATION (GBA) VIETNAM

Established as a Foreign Business Association under Licence No. 05/GP-HHDN/HCM
Issued by The People’s Committee of Ho Chi Minh City on November 13th, 1998
As approved by GBA’s Annual General Meeting on January 13th, 2020

ARTICLE 1
DEFINITIONS

In these Statutes, the following words and expressions shall have the following meanings:

1.1 “Associate Member” shall mean any Associate Corporate Member or Associate Individual Member;

1.2 “Auditor” shall mean one or more qualified persons duly authorized to practice in Vietnam to audit the accounts of the GERMAN BUSINESS ASSOCIATION in accordance with Article 13;

1.3 “Company” shall mean any state-owned or private incorporated company, any majority-owned subsidiary of such company, any partnership, sole proprietorship or association;

1.4 “Corporate Member” shall mean any Ordinary Corporate Member or Associate Corporate Member;

1.5 “Board” shall mean the Board of the GERMAN BUSINESS ASSOCIATION established in accordance with Article 9.1;

1.6 “Funding” shall mean any and all funding received by the GERMAN BUSINESS ASSOCIATION;

1.7 “Funds” shall mean any funds provided to or charged by the GERMAN BUSINESS ASSOCIATION (including any Funding, fees charged to Members by the GERMAN BUSINESS ASSOCIATION and fees charged for Services);

1.8 “Member” shall mean any Ordinary Corporate Member, Ordinary Individual Member, Associate Corporate Member, Associate Individual Member or Honorary Member or Mini Member;

1.9 “Ordinary Member” shall mean any Ordinary Corporate Member or Ordinary Individual Member;

1.10 “Services” shall mean any facilities, activities, services and/or information provided by, or as a benefit of membership, the GERMAN BUSINESS ASSOCIATION;

1.11 “Statutes” shall mean these Statutes and any amendments hereto.

ARTICLE 2
OFFICES OF THE GERMAN BUSINESS ASSOCIATION

2.1 The main office of the GERMAN BUSINESS ASSOCIATION shall be at Deutsches Haus, Level 4, 33 Le Duan, Ben Nghe, District 1, Ho Chi Minh City or at such other address in the Socialist Republic of Vietnam as the Board may decide from time to time.

2.2 The GERMAN BUSINESS ASSOCIATION shall establish any number of (branch) offices in such cities and provinces of Vietnam as the Board shall approve in accordance with the laws of Vietnam, at such addresses as the Board sees fit from time to time.

2.3 If decided by the Board, the GERMAN BUSINESS ASSOCIATION may share office premises with third parties.

ARTICLE 3
OBJECTIVES OF THE GERMAN BUSINESS ASSOCIATION

The GERMAN BUSINESS ASSOCIATION shall be an unincorporated, independent, non-political, non-profit making association established under these Statutes and shall operate in Vietnam in accordance with the laws of Vietnam. In general, the GERMAN BUSINESS ASSOCIATION shall promote business-, economic-, cultural-, and other interests of common concern to its Members. In particular, the objectives of the GERMAN BUSINESS ASSOCIATION shall be to promote and increase business between Vietnam and Germany for their mutual benefit and for the benefit of Members including:

– To promote business ties between the Socialist Republic of Vietnam and the Federal Republic of Germany for the mutual benefit of Members and their Vietnamese partners.

– To work in close co-operation with local and national Vietnamese authorities in establishing a business framework conducive to the economic development of Vietnam and the business relationship between Germany and Vietnam.

– To maintain contacts with the relevant Vietnamese Authorities and to exchange views on matters of mutual concern.

– To promote, foster, support, represent and protect the interests of the German businesses and the German community in Vietnam.

– To provide Members with a forum for discussion and exchange of ideas by means of regular meetings, and to act on common problems relating to economic and commercial matters affecting its members in Vietnam.

– To compile, collate, and distribute information on matters of general interest.

– To promote business and social contacts by arranging meetings or appropriate events for members and others, and to undertake any other activities which are consistent with the Association’s objectives within the laws of Vietnam.

– To create and maintain a good general German image, and to protect the reputation and standing of German business people.

ARTICLE 4
MEMBERSHIP

4.1 Membership in the GERMAN BUSINESS ASSOCIATION shall be divided into four (4) categories:

(a) Ordinary Members which may be either:

(i) Ordinary Corporate Members: companies in good standing which are established under the laws of Germany or which are majority-owned subsidiaries of such companies or which can demonstrate to the satisfaction of the Board that they have substantial ties to Germany and which have a legal presence in Vietnam in a form permitted by the laws of Vietnam; or

(ii) Ordinary Individual Members: individuals of good standing who can demonstrate to the satisfaction of the Board that they have substantial ties to Germany and who are actively involved in business, trade, investment and/or other permitted activities in Vietnam, but are not members of an organization which could become a Corporate Member and who are ordinarily resident in Vietnam.

(b) Associate Members which may be either:

(i) Associate Corporate Members:

(1) companies in good standing which are established under the laws of Vietnam; or

(2) companies in good standing which are established under the laws of Germany or which are majority- owned subsidiaries of such companies or which can demonstrate to the satisfaction of the Board that they have substantial ties to Germany and Vietnam, but which do not have a legal presence in Vietnam in a form permitted by the laws of Vietnam.

(ii) Associate Individual Members: individuals of good standing and who can demonstrate to the satisfaction of the Board that they are actively involved in business, trade, investment and/or other permitted activities in Vietnam and/or Germany but are not members of an organization which could become a Corporate member and who are not ordinarily resident in Vietnam.

(c) Honorary Members: individuals who have made, or are likely to make, a special contribution to the GERMAN BUSINESS ASSOCIATION and who are invited by the Board to become Honorary Members of the GERMAN BUSINESS ASSOCIATION.

(d) Mini Members: companies with less than 25 employees worldwide and annual turnover below VND50 billion, which are established under the law of Germany or which are majority-owned subsidiaries of such companies or which can demonstrate to the satisfaction of the Board that they have substantial ties to Germany and Vietnam, which have or do not have a legal presence in Vietnam in a form permitted by the law of Vietnam. Mini Members shall maintain their memberships no longer than 02 years.

4.2 Vietnamese organizations and nationals may only become Members subject to the approval of the competent Vietnamese authorities.

4.3 Each Corporate Member shall appoint one of its officers or employees to represent it at GERMAN BUSINESS ASSOCIATION Meetings (“Company Representative”). Each Company Representative shall be appointed by the Corporate Member giving written notice to the Board and may be removed and replaced at any time by the Corporate Member giving the Board written notice of his/her removal and the name of his/her replacement.

ARTICLE 5
APPLICATION FOR AND APPROVAL OF MEMBERSHIP

5.1 Every candidate wishing to apply for admission to the GERMAN BUSINESS ASSOCIATION as a Member must submit its written application to become a Member to the main office address of the GERMAN BUSINESS ASSOCIATION on an application form provided by the GERMAN BUSINESS ASSOCIATION.

5.2 Applications shall be considered by the Board at the next Board Meeting following receipt of a duly completed application form. The Board will decide on approval of Membership of an applicant by majority vote. The Board will promptly notify an applicant whether or not it has been approved as a Member.

5.3 The Board may, in its sole discretion, decide on the approval of Honorary Members by majority vote. Honorary Members may be appointed for such period as the Board shall decide and may be removed from the GERMAN BUSINESS ASSOCIATION by resolution of the Board. Except as otherwise stated herein, Honorary Members shall be entitled to all the privileges of Associate Members except that they shall not be entitled to claim any share of the property of the GERMAN BUSINESS ASSOCIATION on dissolution of the GERMAN BUSINESS ASSOCIATION and shall not be obliged to pay any annual fees for being Members of the GERMAN BUSINESS ASSOCIATION.

5.4 Acceptance of an applicant as a Member will be valid from the date when a majority of the Board Members approves the application of such candidate.

ARTICLE 6
RIGHTS AND DUTIES OF MEMBERS

6.1 Each Company Representative of an Ordinary Corporate Member and each Ordinary Individual Member shall be entitled to one vote at GERMAN BUSINESS ASSOCIATION Meetings and to serve on the Board.

6.2 Neither Associate Members, Honorary Members or shall be entitled to vote at GERMAN BUSINESS ASSOCIATION Meetings or to serve on the Board.

6.3 All Members shall be equally entitled to have such access to the Services of the GERMAN BUSINESS ASSOCIATION as is permitted under these Statutes.

6.4 Each Member agrees to abide by these Statutes and to pay the annual membership fee – as determined by the GERMAN BUSINESS ASSOCIATION at the annual meeting – and any other applicable fees, for example but not limited to fees for attendance of meetings and/or events organized or (co-)hosted of the GERMAN BUSINESS ASSOCIATION.

6.5 No Member shall be liable for any debt or obligation of the GERMAN BUSINESS ASSOCIATION in the absence of an express written promise to accept such liability.

ARTICLE 7
RESIGNATION, EXPULSION AND TERMINATION OF MEMBERS

7.1 Any Member desiring to resign from membership of the GERMAN BUSINESS ASSOCIATION must deliver written notice of its resignation to the main office address of the GERMAN BUSINESS ASSOCIATION. Every resignation notice shall be deemed to take effect on the date stated in the notice, but shall not have any retroactive effect, or if none, on the date that such notice is received by the GERMAN BUSINESS ASSOCIATION.

7.2 The Board may, by written notice, invite any Member to resign its membership of the GERMAN BUSINESS ASSOCIATION if such Member has breached these Statutes or if, in the opinion of the Board, such Member has conducted himself/herself in an unbecoming manner or allowing such Member to remain as a Member would bring discredit to the GERMAN BUSINESS ASSOCIATION.

7.3 If the Board has not received the resignation of a Member invited to resign or has not withdrawn its invitation for the Member to resign within fourteen (14) days after the date of the invitation to resign, the Board may expel that Member from the GERMAN BUSINESS ASSOCIATION by majority vote at a Board Meeting. A resolution to expel a Member shall be final and binding on that Member.

7.4 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 ceases to carry on business, ceases to be eligible as a Member, is expelled under Article 7.3 above, is over fifty (50) days in arrears of payment of any fees due to the GERMAN BUSINESS ASSOCIATION or is declared by a court of competent jurisdiction to be legally or mentally incompetent.

7.5 Each Member shall on termination of its membership of the GERMAN BUSINESS ASSOCIATION for whatever reason forfeit all right to and claim upon the GERMAN BUSINESS ASSOCIATION and its property and funds and shall not be entitled to any refund of fees paid to the GERMAN BUSINESS ASSOCIATION.

ARTICLE 8
GERMAN BUSINESS ASSOCIATION MEETINGS

8.1 The Chairman of the Board shall call and chair all GERMAN BUSINESS ASSOCIATION Meetings. GERMAN BUSINESS ASSOCIATION Meetings shall be regulated in accordance with the provisions of these Statutes.

8.2 An annual GERMAN BUSINESS ASSOCIATION Meeting (the “Annual GERMAN BUSINESS ASSOCIATION Meeting”) shall be convened by no later than the 31st day of January of each year to proceed to the followings:

(a) to consider the annual report established by the Board on the affairs and activities of the GERMAN BUSINESS ASSOCIATION;

(b) to consider and approve the previous year’s accounts;

(c) to exonerate Board Members for the previous year;

(d) to elect new Board Members; and

(e) to discuss or conduct any other matters notified in writing by any Member to the Board at least seven (7) days prior the Meeting.

8.3 If the Chairman of the Board fails to call the Annual GERMAN BUSINESS ASSOCIATION Meeting as required under these Statutes or upon reasonable request to do so by any Ordinary Member, then any Board Member may by notice in writing to all Members call an GERMAN BUSINESS ASSOCIATION Meeting. All Members shall be notified of the GERMAN BUSINESS ASSOCIATION Meeting by post or messenger delivery, not less than seven (7) days prior to the date of Meeting. The notice shall include date, time venue, and agenda of the Meeting.

8.4 The quorum for GERMAN BUSINESS ASSOCIATION Meetings shall consist of not less than one third (1/3) of the Ordinary Members present in person or by proxy. If after a period of thirty (30) minutes subsequent to the scheduled time as mentioned in the said notice for the Meeting there is not a quorum present, then the Meeting shall be postponed for seven (7) days thereafter and shall be held at the same time and place. Further notification to the Members shall be required. A quorum shall be deemed to exist at the subsequent meeting irrespective of the number of Members present.

8.5 Unless otherwise stated herein, resolutions at GERMAN BUSINESS ASSOCIATION Meetings shall be passed by a simple majority vote of the Ordinary Members present in person or by proxy.

8.6 The Board may, at its sole discretion, invite any persons to attend GERMAN BUSINESS ASSOCIATION Meetings on a regular or a case-by-case basis.

8.7 Other GERMAN BUSINESS ASSOCIATION Meetings shall be called to discuss and vote on specific matters. Call and notice for such meetings shall be made in the manner prescribed in this Article and procedures at the meeting shall be as prescribed in this Article, save for a vote on dissolution of the GERMAN BUSINESS ASSOCIATION which shall be as provided for in Article 12.2 or a vote on amendments of these Statutes which shall be as provided for in Article 11.1.

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”).

Amongst the Board Members there shall not be more than 03 Individual Ordinary 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.

ARTICLE 10
FUNDS, PROPERTY AND FINANCIAL MATTERS

10.1 The GERMAN BUSINESS ASSOCIATION shall be entitled to receive Funds and shall pay for its operational expenses from the Funds received provided that any Funding of the GERMAN BUSINESS ASSOCIATION is used in accordance with the terms of the contract under which such Funding is provided.

10.2 The GERMAN BUSINESS ASSOCIATION shall charge such fees for Services made available by the GERMAN BUSINESS ASSOCIATION to Members and non-Members as are, in the sole discretion of the Board, necessary to cover the expenses of the GERMAN BUSINESS ASSOCIATION according to the GERMAN BUSINESS ASSOCIATION budget, on a non-profit making basis.

10.3 The GERMAN BUSINESS ASSOCIATION shall open such bank accounts for receipt and disbursement of the Funds as the Board sees fit and on such terms as are agreed by the Board (“Bank Accounts”).

10.4 The GERMAN BUSINESS ASSOCIATION shall set up and maintain such budgets and accounting systems as the Board sees fit and annual financial statements of the GERMAN BUSINESS ASSOCIATION shall be prepared and audited by independent audit firms, in conformity with the provisions of the GERMAN BUSINESS ASSOCIATION Rules.

10.5 The accounts of the GERMAN BUSINESS ASSOCIATION shall begin on 1st January and shall end on 31st December of each year, except in the first year of the GERMAN BUSINESS ASSOCIATION when the accounts shall begin on the date of adoption of these Statutes and shall end on 31st December of the same year.

10.6 The GERMAN BUSINESS ASSOCIATION shall deal with the property of the GERMAN BUSINESS ASSOCIATION as the Board shall from time to time direct in accordance with these Statutes and the GERMAN BUSINESS ASSOCIATION Rules.

10.7 Except as otherwise stated herein, all property of the GERMAN BUSINESS ASSOCIATION shall be vested in the name of the GERMAN BUSINESS ASSOCIATION or in the names of any two Board Members as trustees for the GERMAN BUSINESS ASSOCIATION.

10.8 Upon termination of the term of office of any Board Member, he/she shall sign all papers and take all action necessary to change bank accounts and mandates and to transfer the property of the GERMAN BUSINESS ASSOCIATION to other Board Members and if such action is not taken within three (3) days after termination of any Board Member’s term of office, the Chairman of the Board shall be entitled to sign all such papers on his/her behalf.

ARTICLE 11
AMENDMENT OF THE STATUTES

11.1 Subject to Article 11.2, these Statutes may be amended only by resolution passed by a two third (2/3) majority vote of the Ordinary Members present in person or by proxy at an GERMAN BUSINESS ASSOCIATION Meeting called for such purpose.

11.2 No amendment to these Statutes will be effective until the date that the competent authorities of Vietnam give any requisite approval of such amendments to these Statutes required under the GERMAN BUSINESS ASSOCIATION Decision or the laws of Vietnam.

ARTICLE 12
DISSOLUTION OF THE GERMAN BUSINESS ASSOCIATION

12.1 The dissolution of the GERMAN BUSINESS ASSOCIATION may only be affected by a resolution passed by a three quarters’ (75%) majority vote of the Ordinary Members present in person or by proxy at an GERMAN BUSINESS ASSOCIATION Meeting called for such purpose.

12.2 Any property or assets of the GERMAN BUSINESS ASSOCIATION remaining after dissolution of the GERMAN BUSINESS ASSOCIATION shall be transferred to the persons or companies nominated by the Board for such purpose.

ARTICLE 13
GOVERNING LAW AND DISPUTES BETWEEN MEMBERS

13.1 These Statutes and the GERMAN BUSINESS ASSOCIATION Rules shall be governed by the laws of Vietnam.

13.2 Any disputes between Members relating to the GERMAN BUSINESS ASSOCIATION which can not be resolved amicably shall be settled by majority vote of the Disciplinary Committee.

For mediation of conflicts that relate to the operations of the GBA or result of the GBA Membership, the Disciplinary committee is in charge exclusively
The Disciplinary Committee is formed of 3 Arbitrators
The Arbitrators as well as their deputies are elected at the AGM for a period of 2 years
Only Ordinary Members and Honorary Members are eligible as Arbitrators
Members of the Board are not eligible as Arbitrators

SIGNED BY:

Chairman             Vice Chairman