Charter: By-Laws

By-Laws

of

The American Chamber of Commerce in Vietnam (Ho Chi Minh City)

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 objects of the Chamber.

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 five thousand U.S. dollars (USd5,000.00) per individual check or application for funds transfer; all other checks or applications for funds transfer shall require the joint signatures of the Chairman or Vice Chairman or either one of the Treasurer or the Secretary.

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. Terms of office of Officers and members of the Chapter Board of Governors 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.

11. Nominating Committee

a. The Chapter Chairman shall appoint a Nominating Committee of not less than 5 voting members of the Chapter. The Chapter Chairman shall designate one member of the Nominating Committee as its Chairman.

b. The Chapter Nominating Committtee shall meet from time to time during the year at the request of the Chapter Board of Governors if interim vacancies shall arise, and in any case not later than ten (10) days prior to the Annual General Meeting each year to prepare nominations for the election of Officers and Governors at the Annual General Meeting.

c. The report of the Chapter Nominating Committee for the Annual General Meeting shall include a list of nominees for the positions being vacant and shall be presented to the Chapter Board of Governors at least seven days prior to the date of the Annual Election.

d. The Chapter Nominating Committee shall not nominate a candidate or candidates whose election might result in more than one person from the same company being on the Board of Governors at the same time.

e. Nominations submitted by the Chapter Nominating Committee shall be considered at the Annual Election.

12. Applications for Membership

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 Phap 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 7 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.

13. Use of AmCham Logo on business cards and stationery

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

b. The Chairperson of the Amcham VN – HCM City Chapter is authorised 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 authorised to use business cards with an AmCham logo and title.

d. Governors and Committee Chairs are not authorised 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.

14.AmCham Vietnam is a non-political organization

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