Regulations

REGULATIONS OF THE JAPANESE CHAMBER OF COMMERCE AND INDUSTRY IN VIETNAM

[General Rule]

01.[Name of Organization]The Organization name is “The Japanese Chamber of Commerce and Industry in Vietnam”.
Abbreviation name is “JCCI”.
02.[Aim]
  1. The Organization aims at an exchange and a friendship among members, strengthening the goodwill and a cultural exchange between Japan and Vietnam and contributing to the promotion of the international trade and an economic co-operation activities between the two counties.
  2. The Organization is a non-profit organization. The Organization does not aim at a profit of any specific individuals, organizations or any other organizations. The Organization has no commitment on politics.
03.[Head Office and Branch]Head Office of the Organization is located in Hanoi and branches will be set up in case of necessity.
04.[Head Office]Head Office of the Organization is located in Hanoi.

[Members]

05.[Members]
  1. The Organization consists of the following members:
    1. Juridical organizations of Japan or juridical Japanese organizations with registration to the Government of Vietnam, which have their offices located in Vietnam.
    2. More over, juridical organization who are accepted by the Board of Directors to be a member of the Organization.
  2. All of the members have to belong to one of the Departments of the Organization.
  3. Members have the right to elect the members of the Board of Directors and or to be elected to them only in the registered and mainly belonged to the Departments.
06.[Membership of the Organization]
  1. To join the Organization, it is required to be recommended by two juridical members, of which one juridical member must belong to the Board of Directors of the Department that applicant wants to join in.
  2. The membership application should be submitted to the Chairman with the form specified by the Organization and it should be approved by the Board of Directors.
07.[Withdrawal and dismissal]
  1. Members can withdraw from the Organization by submitting an Application to the Chairman with the Form specified by the Organization.
  2. In the following cases, the Chairman of the Organization, after obtaining an  approval of the Board of Directors, can dismiss a member:
    1. Any behaviors of a Member that violates the Regulations of the Organization and is regarded as non-qualified.
    2. Behaviors of a Member seriously discredit to the reputation of the Organization or damage the Organization.
    3. Delayed payment for membership over 6 months.
  3. Membership fee paid by a member who withdraws from the Organization or is dismissed shall not be refunded.
08.[Honorary Advisors, Honorary Director, Advisor]
  1. The Organization requests Extraordinary and Plenipotentiary Ambassador of Japan to Vietnam to be Honorary Advisor at the Organization.
  2. The Organization requests Minister of Japan to Vietnam to be Honorary Director of the Organization.
  3. However, Honorary Advisor, Honorary Director, Advisor does not have voting rights, voting rights and eligibility.

[Board of Directors]

09.[Board of Directors]
  1. Directors of the Board of Directors are to be representatives for the organizations, which are elected by each Department, which they belong as regulated in Article No. 11 (5) of this Regulations. However, in case the authorized representative is not stationed then he is able to appoint his replacement.
  2. Number of Directors for each Department shall be proposed by Chairman and be decided at the meetings of the Board of Directors.
  3. Tenure of Directors is one year, since the starting date of periodical General Meeting of that fiscal year to the next periodical meeting of the consecutive fiscal year. Directors can be re-elected.
    In case a director is to resign during its tenure, the alternative director shall be elected based on this Article (1).
10.[Officers]
  1. The Organization will appoint the following officers. Their tenure for each position is one year after the starting date of the periodical General Meeting of that fiscal year to the periodical General Meeting of the consecutive fiscal year.
    1. Chairman of the Organization
    2. Vice-Chairman of the Organization (depend on necessity)
    3. Head of Department
    4. Head of Committee
    5. Accountant
11.[Duties to the Officers and method of their selection]
  1. Chairman of the Organization shall control the property of the Organization and generalize the whole activities related to the Organization.
    Chairman is to be nominated by the Board of Directors of the current fiscal year from among Directors of the same, and to be approved at the regular General Meeting.
  2. In case of necessary to appoint Vice Chairman, Vice Chairman is in charge of assistant to Chairman in special activities of the Organization. Vice Chairman is to be nominated by the Chairman, elected from among Directors of the current fiscal year, and to be approved at the Board of Directors of the same.
  3. Committee Heads are to be nominated by the Chairman – elected from among Directors of the current fiscal year, and to be approved at the Board of Directors of the same.
  4. More than half of the Officers (excluding Department Head) shall be elected from the Board of Directors, which was elected in each Department meeting.
  5. Member who was not elected in each Department meeting, in case of being appointed by the Chairman to the Board of Directors, must be approved at the General Meeting, and by the decision in said General Meeting, becomes Officer of the Board of Directors with voting rights and other rights pertaining thereof.
  6. In case Officers resign during their tenure, then election for the new officers will be done in accordance with the way of election regulated in this Article. However, to the post of the Chairman of the Organization, irrespective of this Article 14 – Clause No.4 and Clause No.1 shall be decided by the Board of Directors instead of General Meeting.
    The temporary acting Chairman in cases of the Chairman in trouble etc. can be elected among the Leaders and must report to the Board of Directors.
12.[Fee Remuneration]Members of the Board of Directors, Leaders and Advisors, Accountant, Auditor are not to receive any remuneration for the operational work during their working-term.

[Meeting]

13.[General Meeting]
  1. General Meeting is the supreme decision entity in the Organization.
  2. General Meeting will be held regularly and temporarily. Regular General Meeting will be held once a year and Chairman may call for temporary General Meeting when the Chairman or the Board of Directors find it necessary or when more than one fifth (1/5) of the members of the Organization require.
  3. General Meeting will be effected by the attendance of the authorized persons or by a power of attorney more than half of the whole members of the Organization. The Decision and or resolution must be approved by more than half of the attendants.
  4. General Meeting will decide or resolve on the followings issues:
    1. Change of he Regulations of the Organization.
    2. Dismissal of the Organization.
    3. Appointment and dismissal of the Chairman of the Organization.
    4. Approval to the budget and final settlement of accounts.
    5. Decision on entrance fee and membership fee.
    6. Decision on membership fee calculation criteria.
    7. Setting up changes and/or abolishes the Departments.
14.[Board of Directors]
  1. The Board of Directors includes of directors, honorary directors, advisors and auditors.
    Directors can allow their representative to participate. Only directors and their alternative representatives have the right to vote to decide.
  2. The meetings of the Board of Directors will consist of periodical and additional meetings and, in principle, a periodical meeting will be held monthly and additional meetings will convene by the Chairman of the Organization if he thinks them necessary or at the request of more than one third (1/3) of the members of the Board of Directors.
  3. The meeting of the Board of Directors will be only effective when more than a half attendants of directors take part, and the decision or the resolution requires to have approvals of more than half of the relevant attendants who have the right to decide.
  4. The meeting of the Board of Directors will discuss, decide or resolve on the following issues:
    1. Review and decision on proposals to be submitted to the General Meeting.
    2. Acceptance of the entrance of member and the decision of its dismissal.
    3. Decision on the numbers of directors to each Department.
    4. Appointment and dismissal of officers (excluding Department Head).
      However, the Chairman of the Organization is to be decided at the General Meeting.
    5. Decision on the set-up/ dismissal of the committees or decision of organizational structure and its operation.
    6. Decision on the set-up/ dismissal of the special committees or election of said committees’ members.
    7. Appointment and dismissal of Secretary General.
    8. In addition, discussion on issues to fulfill the aim to be put forth by the Organization.
15.[Departments and Committees]For the purposes of supporting its activities, surveys and plannings, the Organization includes the following Departments and Committees:

  1. Departments
    In order to fulfill its aims and in accordance with the decision of its the General Meeting, the Organization sets up Departments.
    Each Department in case of necessity holds the meting, reports contents of the Board of Directors meeting or exchanges its related information internally. There is one Department Head and one Vice Department Head for each Department. Method of election for Department Head and Vice Department Head are to be elected by their own department members from among their Directors of the current fiscal year. In case a Department Head or Vice Department Head is to resign during its tenure, the alternative director shall be elected among department’s Directors.
    Departments name are described in Appendix-1.
  2. Committees
    Committees, to support to its specific activities, conduct surveys and make plans for specific cases, in accordance with the decision of the Board of Directors, the Organization sets up Committees. Each Committee held regular meetings to exchange discussions and performs its relevant activities on specific fields and reports to the Board of Directors.
    Each Committee has its Committee Head and consists of the plural directors who are, in principle, this Committee Head nominates among directors.
    Committees name are described in Appendix-1.
16.[Board of Leaders]The Organization sets up the 2 Board of Leaders as management organ.

  1. The Board of Executive Directors consists of Chairman of the Organization, Vice-Chairman and Committee Head stipulated in Article No.11 of this Regulation.
    The Chairman will monthly held Board of Executive Directors meeting as described in this Regulation, however, if necessary, according to Chairman’s judgment, meetings can be held at the same time with Board of Directors meeting, or convinced extraordinary.
  2. The Board of Senior Directors consists of Chairman of the Organization, Vice-Chairman and Department Head stipulated in Article No.11 of this Regulation.
  3. The Board of Leaders will discuss and solve the following issues:
    1. Provisional discussions to the issues to be discussed and solved at the Board of Meeting.
    2. Decisions on other than items to be decided or approved by General Meeting of the Board of Directors stipulated in Article No.13 – Clause No.4 and Article No.14- Clause No.4 of this Regulation.
      However, in case of emergency even though the issues they are to be decided / approved by the Board of Directors, the Board of Leaders may decide, provided that report to the Board of Directors later and get approval from the Board of Directors are required.
    3. Decision on a temporary replacement for the Chairman in case the Chairman is in trouble.
17.[Special Committee]
  1. In order to investigate or discuss on the special matters or with the approval of the Board of Directors, special committee can be set-up/ dismissed. As stipulated in this Regulation, Chairman can appoint Special Committee Head from among the members. Special Committee Head shall be approved, decided at Board of Directors meeting.
  2. Head of Special Committee can appoint members from among the members. Member shall be approved, decided at Board of Directors meeting.
18.[Secretariat]
  1. Secretariat Office will be located at the Head Office of the Organization.
  2. Secretariat Office consists of Secretary General and staff.
  3. Secretary General is recommended by Chairman, based on Article No. 14 Clause 4 Point g., is approved by Board of Directors.
  4. Secretary General can attend to General Meeting, Board of Directors Meeting, Department Meetings, Committees – Special Committees Meetings.
  5. Secretariat Office staff is appointed by Chairman and Secretary General.
  6. Secretariat are carried out under the leadership of Secretary General, and in charge of all vital operation matters related to the Organization.

[Accounting]

19.[Accounting]
  1. Accountant is in charge of accounting of the Organization.
  2. Accountant is recommended by the Chairman – elect among Directors of the current fiscal year, and approved and decided by the Board of Directors of the same.
20.[Auditor]
  1. Auditors will supervise and examine accounting matters. Besides, auditors may be present at the Board of Directors.
  2. Auditors are recommended by the Chairman – elect among the members of the Organization other than Directors, and approved and decided by the Board of Directors of the current fiscal year.
21.[Entrance fee and membership fee]
  1. Operational expenses for the Organization will be taken from entrance fees and membership fee; the amount of the entrance fee and membership fee calculation criteria will be decided at the General Meeting. Membership fee calculation criteria is described in Appendix-2.
  2. Membership fee will be collected 12 months in advance in one installment at the request of the Secretariat Office.
  3. Honorary Advisor, Honorary Director and Advisors are not required to pay for entrance fees or membership fees.
22.[Fiscal year]Fiscal year of the Organization will be counted from the 1st of April to the 31st of March every year.
23.[Closing account]Accountant shall close the account on the 31st of March every year, and after the accounting audited by Auditors, shall have to submit the statement of account to General Meeting and get its approval, through discussions and decisions of the current Board of Directors of that fiscal year.
24.[Budget]Secretariat Office is to draft the budget for the coming year starting 1st of April every year and, after having discussions and decisions of the Board of Directors of that fiscal year, Secretariat Office is to submit such budget to the periodical General Meeting and get its approval.

[Others]

25.[Dissolution]The Organization might be dissolved because of the following reasons:

  1. Disband Decision released by the General Meeting.
  2. Decision given by Government of Vietnam or Hanoi People’s Committee to disband the Organization.
    While disbanding the Organization, after the settlement of its debts but the surplus of asset still remains, then the General meeting will decide the way to settle them.
26.[Validity]Regulations of the Organization are enacted on the 25th of April 1998 and have been effective since the 9th of September 1998 as the approval date of the Organization by the Vietnam Government.

The 1st revision:4/23/1999
The 2nd revision:4/28/2000
The 3rd revision:4/25/2001
The 4th revision:4/21/2004
The 5th revision:4/28/2005
The 6th revision:12/15/2006
The 7th revision:4/25/2008
The 8th revision:4/22/2010
The 9th revision:4/22/2011
The 10th revision:4/25/2012

 

APPENDIX 1

Department & Committee List

[Department]

a. Trade Department
b. Construction Department
c. Industry Department
d. Finance & Insurance Department
e. Service Department
f. Transportation Department

[Committee]

a. Business Environment
b. Business Environment – Taxation Group
c. Business Environment – Labor Group
d. Business Environment – Legal Group
e. Business Forum
f. Japan – Vietnam Economic Conference
g. Business Information Service
h. Social and Economic Infrastructure
i. Public Relations
j. Japanese School
k. Japan – Vietnam Social & Culture Exchange
l. Human Resources Development
m. Life & Culture Department
n. Life & Culture Department – Sport & Culture
o. Life & Culture Department – Life Support