CHAPTER I

NAME – PRINCIPLES – PURPOSES 

Article 1: Name

The Association has its name called as: Hiệp hội Lương thực Việt Nam

Name in English: Vietnam Food Association

Name in abbreviation: VIETFOOD

Article 2: Principles and Purposes

Vietnam Food Association (hereinafter referred to as The Association) is a social and occupational organization of Vietnam Enterprises from all economic sectors operating in the field of production, processing and trading food, agricultural products and other products processed from food; voluntarily joining together to establish The Association in order to co-ordinate food trading activities to ensure business efficiency for the protection of legitimate interests of its members. The Association shall contribute in boosting production development, building material and technical facilities for the improvement of product quality and business efficiency of the food commodity industry and ensuring food security in compliance with the policies of the State.

Article 3: Legal Status

1. The Association has its own juridical status, office seal and bank account, The Association has its own logo as regulated by the Laws.
2. The Associationoperates on the national scaleunderthe laws of Socialist Republic ofVietnam andthe provisions ofthis Charter. The Associationis under the administration of theMinistry of AgricultureandRural Developmentand otherministries anddepartmentsrelated to activitiesof The Association.
3. The Association has its main head office in Ho Chi Minh City. When necessary, The Association can establish representative offices in the North, the central part of the country and abroad in compliance with the Laws.

CHAPTER II

DUTIES AND RIGHTS 

Article 4: Duties of The Association

1. To reflect and escalate aspirations and proposals of its members to the State on the development strategy of Vietnam Food Commodity Industry; to contribute its opinions to the building and amendment of State guidelines, policies and Laws relating to Vietnam Food Commodity Industry.
2. To coordinate its members’ activities to enhance the effectiveness of food production and trading, to protect its members’ interests and those of the farmers and of the State in the purchase – sale relationship in the domestic market and with foreign countries. To build close relationships between its members, to gather resources in order to implement programs and realize development objectives of The Association.
3. To perform the duties and responsibilities in coordinating activities and regulating the food business in accordance with the Laws.
4. To gather and provide economic, commercial, scientific and technical information for the development of production and trading.
5. To apply supporting measures and create favourable conditions for members of The Association to develop forms of marketing operation, commercial promotion, relations with entrepreneurs and foreign economic organizations as prescribed by the Laws; participate in scientific seminars and conferences relating to the food commodity industry to approach the market and improve market competitiveness.
6. To research and make recommendations of investment projects for the development of food production, processing and trading; to provide assistance and create favourable conditions for its members to acquire investment capitals from domestic and foreign sources; to promote cooperative relations with foreign organizations and foreign investors in order to expand investments serving the food commodity industry in compliance with the Laws on Investment.

Article 5: Rights of The Association

1. The Association is entitled to direct contact with State agencies, mass organizations, economic and social organizations of the country; to enlarge cooperative relation with economic organizations of foreign countries, as per the Laws and in compliance with principles and purposes of The Association; To coordinate with other concerned agencies and organizations to implement the duties of the Association.
2. To carry out propaganda of its objectives and activities to develop The Association.
3. To be provided with adequate information on State policies and Laws on economic and commercial issues, especially in the field of food; to represent its members at conferences, seminars on food issues organized by the State.
4. To forward motions to the State on issues relating to legal and legitimate interests of members of The Association, matters relating to The Association’s development; to make suggestions to the formation of law instruments relating to the activities of The Association as per regulations of the Laws; to make recommendations to the State management agencies on the steering and managing process of food import and export, on the implementation of State policies towards food enterprises, on market policies, traders and pricing.
5. To perform specific tasks assigned in the legal documents of the State.
6. To organize structure, build operational processes and suggest appropriate measures to carry out the duties and responsibilities in coordinating activities and regulating the food business in compliance with the Laws.
7. To negotiate and sign with foreign organizations and Associations, international organizations documents relating to purposes and programs of action of The Association; to join international food organizations as per regulations of the Laws. To join as a member of international and regional associations as prescribed by the Laws.
8. To nominate and support its members to participate in programs of research, scientific and technical cooperation both inside and outside the country for improvement of product quality and export value as per regulations of the Laws.
9. To recommend and nominate representative members to participate in State delegation for overseas business trips if required; to introduce, nominate its members to participate in bidding, negotiating and signing large quantity contracts as per regulations of the Laws.
10. To be entitled to establish funds for the purpose of serving the development of food business lines and funds for export insurance as per regulations of the State; to receive funds from organizations and individuals inland and abroad as prescribed by the Laws.
11. To mobilize and dispose membership dues and other contributions by its members to serve the operation of The Association in compliance with the State current regulations.

CHAPTER III

MEMBERS OF THE ASSOCIATION

Article 6: Members and Members’ Criteria

1. Enterprises of all economic sectors producing, processing and trading food, agricultural products and products processed from Vietnam food, established as prescribed by the Laws, agreeing to the Charter of The Association and voluntarily and properly applying to join as members of The Association will be considered for admission as members of The Association
2. Members of the Vietnam Food Association include:
   a) Official Member:
   Enterprises producing, processing and trading food, agricultural products and products processed from Vietnam food, established under regulations of the Laws (rice exporters must have Certificates of Eligibility for rice export as prescribed by the Government of Vietnam); agreeing to the Charter of The Association and voluntarily and properly applying to join and approved by The Association as its official member.
   b) Associated Member:
   – Joint Venture Enterprises and 100% Foreign Invested Enterprises operating in Vietnam with investment licenses for trading in the food industry;
   – Vietnamese organizations with busineses serving rice exports, unqualified to become official members but having contributions to the food industry (banking, inspection, fumigation, transport, insurance, shipping and packaging);
   Businesses and organizations mentioned above, having contributed to the development of The Association, agreeing to the Charter of The Association, can be considered for admission as associated members.
   c) Honorable Member:
   Vietnamese citizens or organizations which are not eligible to be official member or associated member but having contributed to activities of The Association, agreeing to the Charter of The Association, will be admitted as an Honorable Member. Honorable members have rights as associated members, but are exempt from dues.
   d) The lawful Representative of The Association’s member as regulated by the Laws is the General Director, Director of the Enterprise as per items a, b and c of Article 6 of this Charter.

Article 7: Obligations of Members

1. To strictly carry out the Party’s guidelines, the State policies and Laws, guidances of the ministries and departments administering The Association; actively participate in activities and working programs of The Association.
2. To execute The Association’s Charter, Resolutions of General Meetings of all members or General Meetings of representatives and decisions of the Executive Committee; to attend all The Association’s General Meetings and meetings.
3. To maintain the solidarity and unanimity in. order to build up and develop The Association for the sake of all its members and of the State; to create cooperative and assisting relationships between members of The Association in activities of production and trading; to prevent unhealthy competition which may hurt other members’ businesses and the common interest.
4. To pay their membership dues and duly contribute in funds as regulated.
5. To periodically report to the Standing Committee of the Executive Committee on the status of production, procurement an inventory, status and result of import-export transactions, domestic and foreign markets’ prices and on other issues as required by the Executive Committee. 
6. To protect the prestige of The Association, not to act on behalf of The Association nor to contact any relations, transactions unless having been duly authorized or officially designated by The Association.

Article 8: Rights of Members

1. Members of The Association are entitled to retain their enterprises’ full legal status and their own initiative in food production and trading.
2. To discuss, vote, question, criticize the Executive Committee on policies, measures and activities of The Association; to stand for election, to nominate candidates and vote for positions in the Executive Committee and for other positions in the organization of The Association.
3. To make recommendations and contribute ideas via The Association on policies of the Party and those of the State regarding the production, processing and trading of food.
4. To get support from Funds of The Association established as per regulations of the Laws.
5. The members’ legal and legitimate interests in production, processing and trading relations will be protected by The Association. Members will be timely and promptly provided with necessary information; and get assistance in training and fostering of their staff; have right to participate inindustrydevelopmentprogramsof The Association.
6. To have the right to join other associations as well as to leave The Association (Vietfood).
7. The Associated andHonorable Members have rights to participate inactivities andthe meetingsof the Associationbut do not have rights to participateinthe Executive Committee, do notvote on issuesof the Association.

Article 9. Conditions and Procedures for Admission to The Association

1. The Standing Committee of the Executive Committee based on the the Laws and this Charter builds regulations on the conditions and procedures for admission to The Association to submit to the Executive Committee for approval.
2. The Association will consider for admission as Official Members if over 50% (fifty percent) of the Executive Committee members endorse the admission. If there are any reasonable complaints from members of the Executive Committee or the Supervisory Committee on the new membership application, the Office of The Association must review and report to the Executive Committee for decision.
3. The Executive Committee informs the list of new memberships to all members within 15 (fifteen) days from the admission date of the new members.

Article 10. Procedures for Termination of Membership

1. Membersvoluntarilywithdrawingfrom the Association send an applicationto the Executive Committee. Rights and obligationsofmembershipwill beterminated afterthe Executive Committeereleases the notice of consent.
2. Membershipshall be expelled in cases:
3. Seriously affect the prestige of The Association;
4. Serious violate this Charter and regulations of The Association;
5. Fail to paydueswithin 60 daysafterThe Association’s second notice;
6. Violate the
7. Memberis expelled from The Association whenever there are2/3(two thirds) ofThe Executive Committeemembers’agreements. The decisionto excludemembers comes intoeffect from the signing date of the Association’s President.
8. The Executive Committeeinforms about the list of members drawing from the Associationand expelled members to allother members.
   

CHAPTER IV

ORGANIZATION AND OPERATION 

Article 11: Principle of Organization

1. Voluntary, self-management.
2. Democracy,equality,openness and transparency.
3. Equality amongall
4. Compliance withthe Constitution, the laws and the Association’s Charter..
5. Allissuesrelated torights andobligations ofmembersshall bediscussed andadopted atGeneral Plenariesor General Meetings of all members.

Article 12: Structure of Organization

1. General Meetings of all members or of the members’ representatives.
2. The Executive Committee.
3. The Standing Committee of the Executive Committee (referred to as the Standing Committee).
4. The Supervisory Committee.
5. Executing organs.

Article 13: General Meetings and General Plenaries

1. General Meeting – the Top authority of The Association – is organized every 05 (five) years in the form of General Meetings of all members or of the members’ representatives. General Meeting is convened by the Executive Committee. The number of delegates to the General Meetings shall be decided by the Executive Committee. General Plenary is organized once or twice every year, convened by the Executive Committee, in those years not holding General Meetings.
2. The presence of at least 2/3 (two thirds) of the total number of convened members or of convened member’s representatives shall be a quorum for a General Meeting. If the number of present representatives at the firstly convened time of General Meeting does not reach a quorum, the Executive Committee shall make a second call within the following 15 (fifteen) days; and should the number of present representatives does not reach 2/3 (two thirds) of the total number of members or of the members’ representatives but there is more than ½ (one half) of the members, then the General Meeting shall still be carried out and be considered as quorum.
3. If necessary, when being requested by at least 2/3 (two thirds) of the total number of members of the Executive Committee or at least ½ (one half) of the total number of members of The Association, the Executive Committee may convene an Extraordinary General Meeting to resolve important issues in the operation of The Association, including its dissolution as regulated.
4. General Director, Director of the enterprises which are the members of The Association, have the right to authorize his senior managers to attend the General Meeting should he is not available given legitimate reason. This assignee has powers and responsibilities as the member’s official representative at the General Meeting.
5. The General Meeting has duties:
   1. To summarize, evaluate all activities, management and operation of The Association during the past term of office, with reference to The Association’s Charter and Resolutions.
   2. To consider and decide the issues relating to interests and responsibilities of the members, the Executive Committee’s decisions of admission and expulsion of members; to discuss and approve orientations, duties, programs of operation and motions of the Executive Committee, the Supervisory Committee or members in regards to operation of The Association in the next term of office.
   3. To review responsibilities of the Executive Committee, the Standing Committee and Supervisory Committee;
   4. To pass the financial statement and the balance sheet of The Association; to discuss and approve: The Association’s settlement of the past term of office and the financial plan for the next term of office;
   5. To make decisions on modifications, amendments of the Charter (if any);
   6. To elect the next-term of office’s Executive Committee and Supervisory Committee.
   7. To issue Resolutions of General Meeting for the Executive Committee and the members to implement.
6. The main duties of the Annual General Plenary:
   1. Discuss The Association’s Report on the previous year’s summarization and new year’s working plan;
   2. Discuss and approve The Association’s the last year’s balance sheet and new year’s financial plan;
   3. Discuss and vote on issues proposed by members;
   4. Elect additional Executive Committee members and members of the Supervisory Committee in case these members are vacant;

Article 14: The Executive Committee

1. The Executive Committee is the highest authority of The Association between 2 sessions of General Meetings.
2. The Executive Committee comprises from 25 to 27 members. The number of Executive Committee of each term is decided by the General Meeting and elected from General Directors and Directors of enterprises which are Official Members of The Association. The Executive Committee’s term of office is the same as the General Meeting. The Executive Committee is elected by secret ballot. List of nominated members and candidates must be approved by the General Meeting or the General Plenary.
3. The Executive Committee’s periodical meeting is convened once a month by the Standing Committee and shall have a quorum if having more than ½ of the present Executive Committee’s Members. An Extraordinary Executive Committee’s Meeting may also be convened by the President of The Association or when being requested by at least ½ of the Executive Committee’s
4. The Executive Committee has rights and duties:
5. To organize the implementation and put forward instructions, measures to carry out Resolutions of the General Meeting; to make decisions on monthly programs of operation and on issues proposed by the Standing Committee.
6. To decide on convocation of General Meetings and to prepare projects of operations to be discussed and voted at General Meeting.
7. To make election for the position of President, Vice Presidents, Secretary General and Deputy General Secretary of Executive Committee and to revoke their mandate, as well.
8. To decide on the admission of and the removal of membership.
9. To dispose reward and disciplines over the members.
10. To set forth principles and regulations concerning the management and disposal of financial sources of The Association.
11. To fix the rate of annual membership dues.
12. To decide the proportion of the member’s annual contribution to Export Insurance Fund as per the guidance of Ministry of Finance.
13. To elect additional members of the Executive Committee that the total number of additional members does not exceed the amount approved by the General Meeting.
14. The decisions and Resolutions of the Executive Committee shall be voted for approval, and it is only valid when more than half of its members attending the meeting agree. If the number of ayes and noes is equal, the side getting chairman’s approval will be accepted.
15. Dismiss members of Executive Committee

In case member of the Executive Committee retiring or suspending from work or for other reasons cannot continue the position of the Executive Committee’s member, then the Association’s member, the organization with legal status of that Executive Committee’s member, is allowed to appoint a replacement and must notify the President of The Association’s Executive Committee within 30 days. The replacement appointee will only be accepted when there is an agreement of at least 2/3 (two thirds) of the members of the Executive Committee.

Article 15: The Standing Committee

1. The Standing Committee consists of:

a) President of The Association (also called as the President) is the Leader of all activities carried out by The Association and the Representative on behalf of The Association to relate with State agencies, domestic and foreign economic organizations and international organizations on matters concerning The Association.

Duties and powers of the President of The Association:

– To organize the implementation of the Resolutions of General Meetings, General Plenaries and decisions of the Executive Committee;

– To chair meetings of the Executive Committee of The Association;

– To sign to appoint, dismiss and direct the Secretary General of The Association;

– To be responsible before the Executive Committee and all members for the Association’s activities;

– To ratify personnel of the Office of The Association and other organizations established by The Association as requested by the General Secretary.

The President may delegate his/her powers to the Vice-Presidents to settle issues upon discussions and unanimous approval of the Executive Committee.

b) The Vice-Presidents are the assistants of the President to carry out all works assigned by the President, and to be responsible before the President and the Executive Committee for the assigned works. The first Vice-President serves as the President when the President is absent.

c) The Secretary General is the assistant of the Executive Committee and the Standing Committee; is in charge of and manages all activities of The Association’s Office, assists the President in transactions with domestic and foreign organizations in order to carry out work programs organized by The Association’s Office and the Executive Committee.

Duties and powers of the Secretary General of The Association:

– To represent The Association’s Office in daily transactions and relations;

– To organize, manage all daily activities of The Association’s Office;

– To manage papers, transaction documents of The Association;

– To set up regulations on operations of The Association’s Office, regulations on management of The Association’s finance and properties for submission to the Executive Committee for approval;

– To periodically report to the Executive Committee on all of The Association’s activities;

– To attend meetings of the Executive Committee;

– To draft the Executive Committee’s annual and tenure reports;

– To manage The Association’s finance and properties in accordance with the President’s authorization.

– To manage lists, profiles and database documents about members and subsidiary organizations;

– To be responsible before the Executive Committee and the Laws for all activities of The Association’s Office.

d) Deputy Secretary General is the assistant of Secretary General on foreign and legislative matters, market information and commercial promotion programs.

2. The Standing Committee holds meeting once a month. If necessary, Extraordinary Meetings may also be convened by the President. The Standing Committee’s meetings shall have a quorum with presence of at least of 2/3 (two thirds) of the Committee’s members; in the case the meeting has sufficient members present, decisions of the Standing Committee must be voted for approval by at least 2/3 (two thirds) of the presenting members; otherwise, decisions must have unanimous approval of all presenting members at the meeting.

3. The Standing Committee has rights and duties:

1. To draw up The Association’s operational orientations and work projects for each time period and to be passed by the Executive Committee;
2. To coordinate and regulate the food business in accordance with the Laws and regulations of related ministries and departments; regulate works of the Executive Committee in order to carry out the Resolutions of the General Meetings and other Decisions of the Executive Committee;
3. To guide and monitor activities of executing organs and representative offices;
4. To appraise and submit proposals for reward and discipline to the Executive Committee;
5. To give directions on publications of The Association as per the Laws;
6. To liaise regularly with People’s Committee of provinces to carry out the duties of The Association.

4. The Association’s Office:

1. The Association’s Office operates within the regulations set up by the Secretary General and approved by the Executive Committee;
2. Organizational structure of The Association’s Office is proposed by the Secretary General and approved by the Executive Committee;
3. Personnel of The Association’s Office must be professional, highly responsible, selected through public recruitments and work under long-term service contracts; during the time serving The Association, personnel are not allowed to work for any other organizations or individuals relating to the rice processing and exporting industry.
4. Annual operating expenditures of the Association are planned by the General Secretary and approved by the Executive Committee and annual General Plenary.

Article 16: The Supervisory Committee

1. The Supervisory Committee is elected by the General Meeting or the General Plenary. The number of members of the Supervisory Committee is decided by the General Meeting or the General Plenary. The Supervisory Committee and the Executive Committee has the same tenure. The Supervisory Committee supervises activities independently of the Executive Committee but in accordance with regulations approved by the General Meeting or the General Plenary. Expenditures directly related to activities of the Supervisory Committee are financed by The Association.
2. The Supervisory Committee has duties:
   1. To monitor the implementation of Charter of The Association, Resolutions of the General Meetings as well as annual work programs of The Association;
   2. To monitor economic and financial operations of The Association and its organs to commend and reward in time as well as to address when there are signals of infringing the Laws;
   3. To consider and resolve complaints as per the Laws;
   4. To inspect, announce to members and propose to settle issues requested by the Executive Committee or members;
   5. To request the Executive Committee to convene Extraordinary General Meetings or Extraordinary General Plenaries should there be urgent issues relating to the Association.

Article 17: Executing Organs

1. The Office of The Association managed by the Secretary General is an executing organ of The Association. The Office’s organization and personnel shall be proposed by the Secretary General and approved by the Executive Committee.
2. Specialized Divisions are established to carry out programs and projects of The Association. The Standing Committee may invite experts from inside or outside of The Association to take part in Specialized Divisions of The Association (called as Contributors).

The executing organs are set up and operate as per regulations by the Standing Committee.

CHAPTER V

FINANCE AND PROPERTIES OF THE ASSOCIATION 

Article 18: Financial Sources of The Association

1. Membership dues and other contributions by members serve essential operations of The Association.
2. Legal financial aids from individuals and organizations of inside and outside the country in compliance with the Laws.
3. Incomes from legal operations of The Association.
4. Funds for development of the commodity industry established with approval of the State.
5. Funds for export insurance of the commodity industry.

Article 19: Properties of The Association

1. Office(s) belonging to The Association.
2. Working facilities of organs under The Association.
3. Management and use of financial sources and properties.
   1. The management and use of financial sources and properties of The Association are to be carried out as per the principles and regulations determined by the Executive Committee in compliance with current State regulations to serve the operations of The Association, and must be publicly reported at annual General Meetings.
   2. In case of dissolution of The Association, all properties of The Association shall be assessed, revaluated and settled as per the current State Laws.

Article 20: Expenditures of The Association

1. Expenditures of The Association must follow these principles: right purposes, economy, efficiency, obeying financial regulations, including:
   1. Spending on activities of the Association’s Office, the Executive Committee, the Supervisory Committee, meetings, General Meetings, office rentals, equipments and tools purchasing;
   2. Spending on activities relating to information, propaganda, press, publishing;
   3. Spending on construction, equipments, fixing facilities and tools;
   4. Spending on international relationship and trade promotions;
   5. Other reasonable spendings.
2. The Executive Committee bases on the Association’s annual financial situation to determine the annual membership fees.
3. The Executive Committee regulates the management and use of financial sources and properties of The Association conforming to the State’sregulations.
4. The Association’s financial status is to be verified and reported annually to members by the Supervisory Committee.

CHAPTER VI

REWARD AND DISCIPLINES 

Article 21: Rewards

Members, organizations and cadres of The Association which show outstanding achievements may be considered for commending and rewarding by the Executive Committee or proposed for such to the State Agencies.

Article 22: Disciplines

1. Members who violate the Charter of The Association, negate the Resolutions of the General Meetings and Decisions of the Executive Committee or operate in contrary to the purposes of The Association, and thus, negatively affect The Association’s interests, prestige and finance,, shall be disciplined as per the following forms: reproof, warning, or expulsion from The Association depending on the seriousness of the violation.
2. Removal of membership will be applied in the following cases:
   1. Being suspended from or stopping production and trading activities;
   2. Dissolution for bankruptcy;
   3. Not fulfilling the obligations of member;
   4. Infringing the Laws
      The removal of membership of a member must be approved by at least 2/3 (two thirds) of the number of members of the Executive Committee.
3. The member whose membership is removed has the right to make a complaint to the General Meeting. The decision of the General Meeting is final. All members of The Association must be notified of the expelled member.

Article 23: Instructions to Rewarding and Disciplinary

The Executive Committee regulates the content, order and jurisdiction of the Association’s internal rewarding and disciplinary in details. 

CHAPTER VII

DISSOLUTION OF THE ASSOCIATION

Article 24: The Association may terminate its operations in the following cases:

1. The Association voluntarily dissolves under the Resolution of at least 2/3 (two thirds) of members.
2. The Association shall be dissolved under the decision of competent State management authorities under the Laws or upon the Resolution of the General Meeting on the dissolution of the Association which the Executive Committee refuses to comply with.
3. Upon the decision to dissolve, The Association shall appoint a Liquidation Committee to settle and liquidate finance and properties of The Association as prescribed by the Laws. The Liquidation Committee shall be in charge of reporting the results of the liquidation to all members.
   

CHAPTER VIII

IMPLEMENTATION CLAUSE

Article 25: Effect of The Charter

1. This Charter, which contains 08 (eight) Chapters, 25 (twenty five) Articles, was passed by the General Meeting VII of the Vietnam Food Association on September 06, 2011 and only to be amended, supplemented as per Resolution of the General Meeting with the unanimous approval from at least 2/3 (two thirds) of the attending members and only to come into force upon receiving ratification from competent State authorities.
2. This Charter will come into effect in accordance with the Minister of Home Affairs’ Decision of ratification.
3. The Executive Committee has the responsibility to instruct the implementation of this Charter.