By-Laws of the Ho Chi Minh City Chapter of the American Chamber of Commerce in Vietnam

These By-laws are based on the Charter of the American Chamber of Commerce in Vietnam for its duly constituted Chapter in Ho Chi Minh City.

1. Membership dues shall be established from time to time by the Chapter Board of Governors.

2. The Chapter Board of Governors may appoint any Committee(s) or Sub-committee(s) as needed, and may delegate duties or powers as needed.

3. The Chapter Board of Governors may appoint any person(s) as needed to assist in achieving the objectives of the Chamber. Among these persons shall be the following.

(a) a “Former Chairs Committee” that will meet not less than once a quarter and will provide advice and counsel on developing a strategic plan for AmCham HCMC, and on other topics as may be requested by the Board. This “Former Chairs Committee” shall be appointed from among persons who have served as Chair of the AmCham HCMC Chapter Board of Governors. The term of appointment shall be for three years, and may be extended for an additional term of three years. [10]

(b) “Special Advisors,” who shall be company representatives of firms in industry sectors where American firms have made substantial investments in Vietnam and thus play an important role in achieving the AmCham Vietnam objective “to promote the development of trade, commerce and investment between the United States and the Socialist Republic of Vietnam.” They shall be invited to participate in all meetings of the Board of Governors as observers, and to provide advice and counsel. They shall also be invited to participate in meetings with U.S. government officials, visiting business delegations, and other representational events where the purpose of the meetings is to share AmCham’s knowledge and experience with government/business groups. The number of “Special Advisors” shall be not more than six, and no more than one shall be from the same industry; their term of appointment shall be the same as the term of office of a Governor. [11]

4. If a member’s payment of dues and fees is in arrears by more than three (3) months, he will be subject to forfeiture of his membership, after which it will be necessary to reapply.

5. The Chapter may establish one or more bank accounts with any bank authorized to accept deposits in Vietnam.

6. Either the Chairman or the Treasurer has authority alone to sign on behalf of the Chapter checks or “applications for funds transfer” on such accounts not to exceed $5,000 (or its VN dong equivalent) per individual check or application for funds transfer; all other checks drawn on such accounts shall require the joint signatures of any two members of the Executive Committee (Chair, two Vice Chairs, Secretary and/or Treasurer).[12]

7. The fiscal year of the Chapter shall commence on the first day of January and end on the thirty-first day of December.

8. The Chapter Board of Governors may by three/fifths (3/5) vote, expel any member whose continued membership it deems to be detrimental to the Chamber.

9. Term of office

a. Term of office for members of the Chapter’s Board of Governors shall be two years. Governors shall be divided as equally as possible into two classes, with the seats of each class of Governors being vacated on alternate years, so that one half of the total number of Governors shall be chosen every other year.

b. Term of office for officers shall be one year.

10. Vacancies occurring between the Annual General Meetings among Officers or the Chapter Board of Governors shall be filled by the Chapter Board of Governors.

10. Term limits

A Governor elected in connection with the year 2010 Annual General Meeting or any year thereafter may serve a maximum of three (3) consecutive two -year terms. Any Governor may be re-elected as a member of the Board of Governors, but not less than one (1) year after the expiration of his or her last term as Governor.

11. Qualifications; Criteria

A Governor shall retain office until:

a. He or she ceases to be a representative of a member company of the Chapter for longer than ninety (90) days; provided however, that a Governor who changes employers but remains a representative of a Chapter member company may continue to serve as a Governor until the term of his or her office expires.

b. His or her position is terminated by a resolution passed by a three-fifths majority of the Board of Governors for cause, such as moral turpitude or conflict of interest.

c. He or she commits any criminal offence (except minor misdemeanors).

d. He or she dies or resigns.

e. He or she is declared bankrupt.

f. The term of his/her office (determined by reference to the initial date elected as Governor) is scheduled to come to an end, subject to the provisions of Article 10 above regarding time limits.

12. Nominating Committee

a. Eligibility; Composition

(i) The Chapter Chairman shall appoint a Nominating Committee of not less than five (5) but not more than nine (9) voting members of the Chapter, and shall designate one member of the Nominating Committee as its Chairman.

(ii) The Nominating Committee shall not include any members of the Board of Governors who (A) are eligible for reelection at that year’s Annual General Meeting or (B) intend to stand for election as Chairman to the Board of Governors for the year immediately following that Annual General Meeting.

(iii) No less than half, but no more than two-thirds, of the members of the Nominating Committee shall be Governors.

(iv) Only representatives of Chapter voting members may serve on the Nominating Committee.

(v) The Nominating Committee is a standing committee, and members of it shall serve year-round, at the request of the Chapter Chairman.

b. Procedures; Deliberations; Criteria

(i) The Nominating Committee shall meet from time to time during the year at the request of the Board of Governors if interim vacancies shall arise, and in any case, not later than ninety (90) days prior to the Chapter’s Annual General Meeting to prepare nominations for the election of Governors at that Annual General Meeting.

(ii) Not less than 90 days prior to the date of the Annual General Meeting each year, the Nominating Committee shall invite all Chapter voting members to submit recommendations of prospective candidates for Governor. The Nominating Committee shall inform voting members of the criteria for Governors, in addition to eligibility (as stated in Article 11 above), which shall include:

• Experience and senior status within his or her company or business;
• Active track record in the Chapter or another chapter of AmCham;
• Willingness and ability to commit time and experience to Chapter work;
• Representation of industry sector, company status and size (MNCs, entrepreneurs, etc.) which helps achieve balance (and in any event, will not result in more than one person from the same member company serving on the Board of Governors at the same time).
• Representation of a Chapter company legally established in Ho Chi Minh City.

(iii) All recommendations for Governor candidates made by Chapter voting company members must be made in writing and seconded by another Chapter voting member. Recommendations must also must be signed by (A) the person recommended, signifying the person’s consent to the recommendation, (B) the recommender, and© the seconder. Recommendations and signatures may be sent electronically or by email.

(iv) The Nominating Committee may also make its own independent recommendations for Governor candidates, including current Governors in the class willing and able to stand for reelection for that year, subject to the criteria set forth above.

(v) The Nominating Committee shall close the recommendations period approximately 60 days prior to the date of the Annual General Meeting.

(vi) After due deliberation and consideration of all recommendations, the Nominating Committee shall implement a “forced ranking” system whereby each Nominating Committee member shall rank the recommendations submitted. It shall thereafter prepare a list of not less than 12 nominees for the position of Governor, based upon those receiving the highest ranking.

(vii) All nominees for Governor (including existing Governors) must email a copy of their resume and biography to the Nominating Committee within the time frame notified to them by the Nominating Committee. The biography may be no more than 300 words, of which no more than two-thirds may relate to his/her job and personal/professional background. At least one-third of the material presented must relate to the Chapter or to AmCham, such as current involvement, a view as to why he or she would want to serve as a Governor, and what he or she could bring to the Board as a Governor.

(viii) The Nominating Committee shall thereafter prepare a report with a complete list of nominees, including their biographies, which shall be delivered to the Board of Governors and to all Chapter voting members by email and by posting on the AmCham website, at least thirty (30) days prior to the Annual General Meeting. All other information on the Nominating Committee deliberations and votes shall remain confidential.

(ix) The nominations shall be voted upon in conjunction with the Annual General Meeting, and the results certified by independent auditors.

(x) Campaigning by nominees to the Board of Governors, or their supporters, prior to or at the Annual General Meeting is not allowed.

13. Applications for Membership¹⁶

a. All applicants for Company or Individual Membership, voting or non-voting, must provide the AmCham Office staff with a completed Membership Application Package, which shall include the following items:

1. Completed Amcham HCMC Membership Application Form.
2. Copy of ID page of Passport
3. Copy of VISA showing status under which applicant(s) entered Vietnam
4. Copy of Representative Office License (Giay Phep Van Phong Dai Dien) or FDI License (Giay Phep Dau Tu) showing that the applicant is legally established in Vietnam (if applying for Company Membership) or that the applicant is legally engaged in business in Vietnam (if applying for Individual Membership).
5. For U.S. citizen individual members working legally for Vietnamese companies, who would not have a rep office license of investment license, a copy of the work permit issued by the Service of Labor, Invalids, and Social Affairs.
6. In the case of NGO members, a representative office permit, operating license, or project license issued by PACOM (People’s Aid Coordinating Committee) or the State Committee for Non-Governmental Organizations.
7. Address and contact points (tel, fax, email) of U.S. based corporation, whether or not for profit, or other international firm that established the business in Vietnam.

b. Upon receiving the completed application package, the AmCham Office Staff will obtain D&B Background Reports (via www.dnb.com) on the U.S. based, or other international, company listed in item 8 above, so that the Membership Committee and Board of Governors can complete “due diligence” on the applications and their antecedents.

c. The Membership Committee will consider applications and make recommendations to the Board of Governors.

d. Board of Governors will consider recommendations and determine membership.

e. Payment of the Annual Membership Fee will be accepted by AmCham Office Staff only after the application has been considered and approved by the Board of Governors at a regularly scheduled meeting of the Board of Governors. In the first year of membership, the Membership Fee may be pro rated on a monthly basis. The Non-Resident Member annual fee shall be the same amount as the Individual Member annual fee.

14. Use of AmCham Logo on business cards and stationery¹⁷

a. Use of the AmCham logo and/or letterhead is prohibited unless authorized in writing by the Board of Governors.

b. The Chairperson of the Amcham VN – HCM City Chapter is authorized to use business cards with an Amcham logo and title as a perquisite of office. The Chairperson’s business card will use the AmCham office address and tel/fax, and not the business office of the Chair.

c. The Executive Director and other members of the AmCham office staff are authorized to use business cards with an AmCham logo and title.

d. Governors and Committee Chairs are not authorized to use business cards or stationery with an Amcham logo and title, except with prior written approval of the Chairman of the Board of Governors on specific occasions, for example, (1) when presenting position papers or conducting major projects and (2) when participating in a special mission such as the APCAC “Washington Doorknock.”

e. All business cards with AmCham logo for Governors and Committee Chairs must be procured by the Amcham office, must have the AmCham office address and tel/fax/email/www contacts, and will be at the expense of the recipient and not AmCham.

15. AmCham Vietnam is a non-political organization¹⁷

a. Article II, Objectives of the Charter provides that “The Chamber is a not-for-profit, non-governmental and non-political organization.”

b. “non-political” means non-political, and not “non-partisan” or “bi-partisan.” The objectives of the Chamber are to promote trade and investment between the U.S. and Vietnam, and not to provide a forum for political activities.

c. Accordingly, AmCham will not provide support for political organizations’ activities such as organizing fund-raising events, political debate or discussion events, placing ads in AmCham publications, etc.

16. Executive Committee¹⁸

a. Purpose. The Executive Committee is responsible for working in support of, or occasionally in place of the full Board of Governors, when there is an urgent situation between Board meetings.

b. Scope of Authority

(1) The Executive Committee shall consist of the elected officers (i.e., Chair, two Vice-Chairs (Chair-elect and immediate past Chair), Secretary, and Treasurer). The Chair may invite other board committee chairs, when and if created, to participate in the Executive Committee as non-voting members. Other board committee chairs may include Nominating, Finance, Governance, Membership, etc.. The Executive Director shall serve on the Executive Committee without a vote. The Executive Committee serves at the pleasure of the Chair and full Board of Governors.

(2) The Executive Committee Chair is the Chair of the Board, who serves a term to correspond with the Board Chair’s term. Executive Committee members serve during their tenure as officers, or board committee chairs.

(3) The Executive Committee shall meet upon request of the Board Chair for the purpose of performing business, and will normally meet at least once a month. A simple majority of the Executive Committee shall constitute a quorum of that committee. Members of the Executive Committee may submit their votes on issues being considered by the Executive Committee either in person, by facsimile, or e-mail or mobile phone SMS.

(4) The Executive Committee Chair, with the support of the Executive Director, is responsible to report to the Board of Governors all plans, activities, and accomplishments of the Executive Committee, in accordance with the below-listed duties and responsibilities, and to formulate and recommend actions by the full Board of Governors prior to implementation.

c. Duties and Responsibilities

(1) Policy Work between Meetings of the Board of Governors

(a) Act on behalf of the Board of Governors on all issues related to Ho Chi Minh City Chapter business between Board meetings, with responsibility to report actions to the Board for ratification or further Board action at the next meeting.

(b) The Executive Committee may not make organizational decisions, such as amending by-laws, but may recommend such changes to the Board.

(2) Strategic Planning

(a) Initiate the Board’s involvement in establishing a strategic plan

(b) Develop an annual and three-year plan

(c) Review the annual plan every six months and report to the Board, with a focus on progress in accomplishing goals, or lack thereof.

(3) Financial Oversight

In cooperation with the Executive Director, review the financial status and progress toward goals every six months.

(3) Board Development In cooperation with the Nominating Committee, establish procedures for maximum development of Board member potential, including

(a) Evaluate board functions and board effectiveness

(b) Develop board member job description and annual self-evaluation

(c) Review each board member’s activity and participation

(d) Board development and education

(e) Recommend new board members

d. Periodic Board Review of the Executive Committee The Board of Governors shall review the performance of the Executive Committee on an annual basis to determine its benefit. The periodic review may take place either in July/August or in January/February.

By-Laws of the HCM City Chapter of AmCham Vietnam, as amended May 5, 2011. (pdf)