Constitution

NAME

1.         The name of the Association shall be the Singapore Business Association in Vietnam (SBAV). Reference herein to the “Association” shall mean the Singapore Business Association in Vietnam (SBAV).    

 

ADDRESS      

2.         The address of the Association shall be at c/o Embassy of the Republic of Singapore 41 & 43 Tran Phu Street, Hanoi or at such other address as the Executive Committee herein defined may from time to time determine

 

OBJECTIVES          

3.    The objectives of the Association shall be to:

a.    promote business relations amongst Members as well as with Vietnamese enterprise and other foreign business communities;

b.    organize  regular networking  functions amongst its Members, with other  business communities and competent authorities;

c.    gather and disseminate relevant information and legislation to Members;

d.    organize  seminars and dialogues  on relevant business-oriented topics of interests to Members;

e.    co-operate with competent authorities to seek Members’ feedback on laws, regulations and procedures relevant to enhance the attractiveness of Vietnam’s business environment;

f.     promote social, cultural, recreational and educational activities for its Members;

g.    undertake any other activities that are consistent with the Association’s objective within the laws of Vietnam.           

 

MEMBERSHIP 

4.    The Association shall comprise the following categories of membership:

a.      Ordinary Members;

b.      Associate Members;   

c.      Corporate Members;

d.      Spouse Members; and

e.      Honorary Members.

 

4.1.     ORDINARY MEMBERS

Citizens and permanent residents of Singapore, aged 18 years and above, who are in good standing and interested in business, trade, investment and/or other permitted activities in Vietnam, may apply for Ordinary Membership. The Executive Committee shall determine election to membership.  No reason need be given in the event of a rejection.

4.2.     ASSOCIATE MEMBERS    

Persons (other than those  qualified to be Ordinary Members), aged  18 years and above, who are of good standing and employed by any registered company, having interest in business, trade, investment and/or other permitted activities in Vietnam, may apply for Associate Membership.  The Executive Committee shall determine Election to membership.  No reason need be given in the event of a rejection.

4.3.     CORPORATE MEMBERS

Any Singapore Registered company having interest in business, trade, investment and/or other permitted activities in Vietnam may apply for Corporate Membership. Other nationally registered  companies, who upon  joining as Corporate  Members would  be  beneficial  to  the   objectives   of  the   Association,  could  also  apply. The Executive Committee shall determine election for both categories. Each Corporate Member may nominate not more than 4 of its employees. No reason need be given in the event of a rejection.

4.4.     SPOUSE MEMBERS

The spouse of any Member may apply to be a Spouse Member. Spouse Membership is valid as long as the membership of the sponsoring Member is valid. The Executive Committee shall determine election to membership. No reason need be given in the event of a rejection.

4.5.     HONORARY MEMBERS

The Executive Committee may elect from time to time for particular tenure of Honorary Members.  Those so elected shall be persons who in the opinion of the Executive Committee are worthy of such distinction.

 

APPLICATION FOR MEMBERSHIP

5.         Application for membership shall be made on the form prescribed for such purpose by the Executive Committee and shall be delivered to the Association or to any of the Executive Committee Members.

 

5.1.     The Executive Committee shall vet and determine all for membership.  No reason need be given to any candidate for membership whose application is rejected although a written appeal can be made to the Executive Committee.  The decision the Executive Committee on such appeals shall be final and binding.

 

5.2.     No person shall be admitted as Member until the requisite membership subscription has been paid to the treasurer of the Association.

 

SUBSCRIPTION

6.         The annual subscription fee for Ordinary Membership shall be 2,000,000vnd per calendar year or such sum as the Executive Committee may from time to time determine.

 

6.1.     The annual subscription fee for Associate Membership shall be 2,000,000vnd per calendar year or such other sum as the Executive Committee may from time to time determine.

 

6.2.     The annual subscription fee for Corporate Membership shall be 6,000,000vnd per calendar year or such other sum as the Executive Committee may from time to time determine.

 

6.3.     The annual subscription fee for Spouse Membership shall be 1,000,000vnd per calendar year or such sum as the Executive Committee may from time to time determine.

 

6.4.     Honorary Members are exempted from payment of annual

 

6.5.     Subscription fee shall be paid annually on the 1st of January of each calendar year or on the date of introduction to membership for new member during a calendar year.

 

6.6.     Fees shall be paid to the treasurer by cash or such other method as the Executive Committee may from time to time prescribe.

 

6.7.     All subscription fees shall be pro-rated for Members joining during the calendar year (including the month  in which the  application  for membership is approved).

 

 

RIGHTS OF MEMBERS

7.    All members shall enjoy the following rights:

a.    to use all facilities provided by the Association;

b.    to attend Annual General Meetings and Extra General Meetings of the Association;

c.    to attend functions and activities arranged by the Association

d.    to be eligible for co-option to membership of sub-committees of the Association.

 

7.1.     Only Ordinary Members and Corporate Members of Singapore Nationality or Permanent Resident may hold office in the Executive Committee.

 

SUSPENSION OR FORFEITURE OF MEMBERSHIP

8.         The Executive Committee shall (by notice in writing sent to the Member concerned) have the right any time and from time to time to suspend or forfeit the membership of any member without any reason for so doing. Any Member whose membership is so suspended or so forfeited may appeal to the Executive Committee against such decision within twenty-eight (28) days of receiving a notice of suspension or forfeiture. The Executive Committee shall consider such appeal and its decision on such appeal shall be final and binding.

 

EXECUTIVE COMMITTEE

9.         The Association shall have an Executive Committee that shall be responsible for the day running of the Association and the conduct of its affairs.

 

9.1.     The Executive Committee may form sub-committees from time to time to assist in the running of the Association.

 

9.2.     The Executive Committee shall comprise:

a.    One (1) President;

b.    One (1) and up to Two (2) Vice President;

c.    One (1) Secretary;

d.    One (1) Treasurer, and

e.    Two (2) and up to Six (6) Committee Members.

 

9.3.     The Executive Committee shall be elected at the Annual General Meeting.  Each elected Executive Committee member shall hold office until next Annual General Meeting and shall be eligible for re-election.

 

9.4.     The Executive Committee may from time to time co-opt members to the Executive Committee on an ad hoc basis.

 

9.5.     In recognition of the contribution of the Immediate Past President (IPP), he or she shall be invited to be an honorary president to take an advisory role in the Executive Committee to ensure smooth hand over of responsibility and implementation of planned   objectives and activities.  In  the  event  that  the  IPP is  not  available, the  Executive  Committee   may  invite  any  member   of  the  previous  Executive Committee to act as the Honorary President. The Honorary President will have no executive voting rights in the Executive Committee. The term of office of the Honorary President shall be one year and may be extended at the discretion of the Executive Committee.

 

9.6.     The Executive Committee may invite a suitable person or  persons  from  other institutions to be the Patron, Honorary Advisor and/or other honorary designations of SBAV. The role of the Patron, Honorary Advisor and other honorary designations, is to assist in developing business relationships between Members and the Singapore and local authorities, and to act as a channel for communication and information. The Patron, Honorary Advisor and any other positions of honorary designations will have no executive voting rights on the Executive Committee.

 

 

ELECTION OF EXECUTIVE COMMITTEE MEMBERS

10.      Election shall be on secret ballot or by show of hands, as determined by the Members at the Annual General Meeting.

 

10.1.  Election of a new   Executive Committee   shall take   place   at   every Annual General Meeting.

 

10.2.  All candidates for election to the Executive Committee shall be Ordinary Members or Corporate Members of Singapore Nationality or Permanent Resident, and shall be proposed and seconded by Members of the Association.

 

10.3.  Nomination in writing (on prescribed form), shall be returned to the Secretary at least 3 days prior to the Annual General meeting.   Any position in the Executive Committee that is not filled at the nomination closing date may be opened to nomination at the Annual General Meeting.

 

10.4.  The offices of each of the President, Vice President(s), Secretary and Treasurer shall be individually voted upon. The persons obtaining the highest votes on a single ballot shall be the two (2) to six (6) Committee Members.

 

10.5.  If any Executive Committee member is temporarily unable to perform his/her duties, a replacement may be co-opted by the Executive Committee.  If an Executive Committee Member is unable to complete his/her term office, a replacement may be co-opted by the Executive Committee.

 

POWER AND DUTIES OF THE EXECUTIVE COMMITTEE

11.      The general management of the Association is vested in Executive Committee.

 

11.1.  The Executive Committee may from time to time make, vary, and revoke by laws (not inconsistent with this Constitution) for the regulation of the internal affairs of the Association and the conduct of Members and such by laws shall be binding on all Members.

 

11.2.  The Executive Committee shall be responsible for carrying out all resolutions of the Association, and for organizing or appointing Members to organize activities for the Association.

 

11.3.  The Executive Committee shall have full authority to enter into financial transactions and generally to deal in all matters associated with the Association.

 

11.4.  All funds of the Association or any part of such funds may only be dealt with by the Treasurer and one (1) authorized person within the Executive Committee.

 

11.5.  The Executive Committee shall have power to obtain, collect and receive money and funds by contributions, sponsorship, donations, subscriptions, or any other way.

 

PRESIDENT

12.      The President shall be the Chairman of all meetings of the Executive Committee and meetings of the Association. In his absence, a Vice-President shall preside.

 

12.1.  The President shall be the chairman of sub-committee meetings of the Executive Committee. In his absence, a Vice-president shall preside. In the absence of a Vice-president, the Chairman of such sub-committee shall automatically act as the chairman of such meeting.

 

12.2.  In the event of any dispute regarding the interpretation of any Article of this Constitution or any by law, the decision of the President shall be final.

 

12.3.  If during  any meeting  of the  Association or any other  meeting  of the  Executive Committee  there  shall be an equal number  of votes for or against  a motion, the Chairman of the meeting  shall in addition to his/her own vote, have a casting vote.

 

ACCOUNTS

13.      A bank account shall be established with a reputable bank approved by the Executive Committee.  The Treasurer and one (1) authorized person within the Executive Committee shall be the authorized signatories of the bank account.

 

13.1.  An account book shall be kept at the address of the Association and make available for inspection by Members of the Association.

 

13.2.  The income and property of the Association whenever and however derived shall be applied solely towards the promotion of the objectives of the Association. No portion thereof shall be paid or transferred directly or indirectly by the way of dividend, bonus, profit or otherwise howsoever, to any Member of the Association save pursuant to Article 20.0.

 

13.3.  The Executive Committee may direct that payment by way of proper remuneration and/or reimbursement of reasonable expenses be made to any officer or Member of the Association for services rendered and/or out-of-pocket expenses or any other fees or charges incurred on behalf of the Association.

 

13.4.  The annual account shall be audited by an international auditing firm or qualified accountant appointed by the Executive Committee.

 

GENERAL MEETINGS

14.      An Annual General Meeting of the Association shall be held annually in every calendar year. It shall not be later than 31st March of the year. Twenty-one (21) days’ prior notice of the day, time and venue of the Annual General Meeting shall be given to all members in the manner in Article 18.0.

 

14.1.  An extraordinary General Meeting of the Association may be summoned at any time by the Executive Committee, and shall be so summoned immediately upon 20% of Ordinary Members delivering to the Executive Committee a written request that such meeting be convened. Fourteen  (14) days’ prior notice  of the day, time and venue of such Extraordinary General Meeting shall be given to all Members in the manner  prescribed  in  Article 18.0 save  that  the  Executive  Committee  may  in Extraordinary circumstances  summon  a Extraordinary General Meeting on less the (14) days prior notice.

 

QUORUM

15.      The quorum at an Annual General Meeting or an Extraordinary General Meeting shall be not less than twenty per cent (20%) of all Members, excluding Honorary Members, of the Association present in person or by proxy.

 

16.      If a quorum  is not present  at an Annual General Meeting or Extraordinary General Meeting  the  meeting  shall be  adjourned for two  weeks  and  Members  shall be notified  of  such  adjournment.  At the adjourned Annual General Meeting or Extraordinary General Meeting, any number of Members attending such meeting shall constitute a quorum.

 

17.      Any five (5) Members of the   Executive Committee   present   at an Executive Committee meeting shall constitute a quorum.

 

 

VOTING

18.      Only Ordinary Members, Associate Members, Corporate Members and Spouse Members may vote at General Meetings. Each eligible Member shall have one (1) vote at General Meetings that they may exercise freely.

 

18.1.  Voting shall be through secret ballot or by show of hands as determined by the majority of the Members present at such General Meetings.

 

VISITORS

19.      Members may with the consent of the Executive Committee introduce and entertain their guest as visitors to the Association. Any Member introducing a guest shall be responsible for his guest strictly observing the rules and by-laws of the Association.

 

NOTICES

20.      Each Member shall be obliged to keep the Secretary informed that Member’s home address, or some other address at which communication may be addressed to him/ her. All notices to Members shall be posted by being affixed in a prominent position at the address of the Association save that notices of General Meetings shall be sent out by post or such other  means  determined by the Executive to each Member’s address.

 

ALTERATION OF THIS CONSTITUTION

21.      The  provisions  of this  Constitution  may  be  revoked,  added  to  or  altered  by a resolution passed by two-third or more of the Members present and entitled to vote at  any  General  Meeting  for which  notice  has  been  duly  given  specifying  the intention  to  propose  such  revocation,  addition  or alteration,  together with  full particulars thereof.

 

DISSOLUTION

 

22.      If a resolution  is passed  by two-thirds  or more  of Members entitled  to vote at a General Meeting to dissolve the  Association, the  Executive Committee  shall take immediate   steps  to  convert  into  money  all  the  property   of  the  Association. The proceeds of such conversion shall be applied first in meeting  all liabilities of the Association  and  any  balance  remaining  shall be  disposed  of by  the  Executive Committee  by  dividing  such  balances  in proportion to  the  percentage of the applicable   subscription    among    all  Ordinary   Members,   Associate   Members Corporate members  and Spouse Members at the date the resolution effecting such dissolution was passed, and thereafter the Association shall be dissolved.