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VIET NAM PHARMACEUTICAL COMPANIES ASSOCIATION

 

CHAPTER I

GENERAL PROVISIONS

Article 1. Name, logo

1. Name of Association in Vietnamese: Hiệp hội Doanh nghiệp Dược Việt Nam.
2. Name of Association in English: Viet Nam Pharmaceutical Companies Association.
3. Abbreviated name of Association in English: VNPCA
4. The Association has its own logo, the copyright of which has been registered in compliance with law provisions.

Article 2. Principles and purposes

The Vietnam Pharmaceutical Companies Association (hereinafter referred to as the Association) constitutes a socio-occupational organization gathering Viet Nam local organizations and citizens operating in the pharmacy-related business sector in compliance with the law of Viet Nam and is established on a voluntary basis with the aims of gathering, uniting its members, protecting the legitimate rights and interests of its members, supporting each other for effective performance to contribute to the socio-economic development of the country as a whole and the localities as well.

Article 3. Legal status, head office

1. The Association has its legal personality, possesses its own seal, bank account and operates in compliance with the law of Viet Nam and the Rules of the Association approved by the competent state authority.
2. The head office of the Association is located in Hanoi Capital. The Association is entitled to establish its Representative Office in compliance with the law provisions.

Article 4. Scope and areas of operation

1. The Association is entitled to conduct its operation nationwide in the pharmacy-related business sector in compliance with the law provisions.
2. The Association shall be under the state regulation of the Ministry of Home Affairs, under the professional scope and field management of the Ministry of Health and relevant ministries and sectors related to its scope of operation as per the law provisions.

Article 5. Organization and operation-specific principles

1. Voluntariness, self-governance.
2. Democracy, equality, openness, transparency.
3. Self-funding.
4. Non-profit.
5. Compliance with Constitution, laws and Rules of the Association.

CHAPTER II

POWER, MANDATES

Article 6. Power

1. Communication of the Association’s principles, purposes of operation.
2. Representation of its members in internal and external relations related to its functions, mandates as per law provisions.
3. Protection of legitimate rights and interests of its members in consistency with its principles and purposes as per law provisions.
4. Engagement in programs, projects, studies, consultations, social criticism and oversight upon request of the relevant state authorities; supply of public services in the fields related to its scope of operation.
5. Contribution to legal documents related to the operation of the Association as per law provisions. Proposing the issues related to the development of the Association and the Association’s scope of operation to the competent authorities. Being entitled to organize training, refreshment training, supply of services as per law provisions and granting practice certificate when stated conditions are fully satisfied as per law provisions.
6. Cooperation with relevant authorities, organizations in undertaking the Association’s mandates.
7. Establishment of legal entities under the Association as per law provisions.
8. Being entitled to raise fund for the Association based on the membership fees contributed by its members and revenues from business activities and services as per law provisions to cover its operational spendings.
9. Being entitled to receive legal grants from internal and external organizations, individuals as per law provisions.
10. Being entitled to join commensurate international organizations and to sign, implement international agreements as per law provisions and to report to the state regulatory authority on its sectors and fields of operation, to the authority permitting the establishment of the Association on its accession to commensurate international organizations and on its signing and implementation of international agreements.

Article 7. Mandates

1. Complying with relevant law provisions related to organization and operation of the Association; organizing and operating in compliance with the approved Rules of the Association and with the law; no capitalization on the Association’s activities to harm national security, social order, fine customs and traditions of the nation, legitimate rights and interests of individuals, organizations.
2. Gathering, affiliating its members; organizing, coordinating activities between its members for the common sake of the Association; complying with the Association’s principles, purposes in order to engage in the development of the fields related to the Association’s operation and to contribute to the country construction and development.
3. Disseminating, providing its members with knowledge, guiding its members to comply with laws, the State’s policies, the Rules and regulations of the Association.
4. Representing its members to participate in and proposing to the competent authorities in terms of policies related to the fields within the scope of the Association as per law provisions.
5. Reconciling disputes, addressing complaints and denouncements within the Association as per the law provisions.
6. Developing and publishing ethical codes related to the activities of the Association.
7. Managing and using the Association’s funding in compliance with law provisions.
8. Undertaking other mandates upon requirements of competent authorities.

CHAPTER III

MEMBERSHIP

Article 8. Membership, criteria for membership

1. The membership of the Association encompasses official, associate and honorary membership:

a) Official membership:

          - Vietnamese citizens, organizations which are not joint ventures or fully foreign-invested companies operating in pharmacy-related business sector as per law provisions of Viet Nam, being granted business registration certificate, fully meet the criteria stated under Clause 2 of this Article, endorsing the Rules of the Association and joining the Association on a voluntary basis could become official members of the Association.

          - Institutions, legal organizations or individuals shall only be officially accepted as official members of the Association after accomplishing the membership fee payment and receiving the Association membership card.

          - Members who are legal entities (i.e. organizations which are legal entities as per law provisions) assigning their representation in the Association must assure that their representatives be fully authorized to determine the issues related to responsibilities of the members for the Association’s activities. In case of delegation, the delegated person must be granted adequate authorization to determine and take responsibility for such delegation. When the representation changes, the member is required to notify the Standing Committee of the Association in the written form within no more than 15 (fifteen) days from the date of change.

b) Associate membership: companies, organizations of Viet Nam ineligible for becoming official members of the Association; joint-ventures and fully foreign-invested companies with contribution to the development of the Association and with pharmacy-related activities as per law provisions, showing willingness and voluntariness for accession, endorsing the Rules of the Association shall be considered to become the Association’s associate members.

          c) Honorary membership: any Vietnamese citizens, organizations ineligible for becoming official or associate members of the Association but proving their prestige, experience and merits to the Association’s development, endorsing the Rules of the Association shall be invited to become honorary members by the Standing Committee of the Association.

          2. Criteria for official membership:

          a) Operating in the pharmacy-related business sector as per law provisions of Viet Nam;

          b) Endorsing the Rules of the Association;

          c) Showing willingness to apply for the membership;

          d) Paying membership fees as per the regulation of the Association;

          e) Being accepted as a member of the Association by the Standing Committee of the Association as per law provisions and the Rules of the Association.

Article 9. Rights of the members

1. The legitimate rights and interests of the members shall be protected by the Association as per law provisions.
2. Being provided with information related to the Association’s fields of operation and being entitled to participate in the activities organized by the Association.
3. Being entitled to participate in discussions and making decisions on the Association’s operational policies according to the Association’s regulations; being entitled to propose and recommend the issues related to the Association’s scope of operation to the competent authorities as per law provisions.
4. Being entitled to participate in Assemblies, to self-nominate, nominate, elect the offices, leadership posts and the Association’s Audit Committee according to the Association’s regulation.
5. Being entitled to recommend Vietnamese citizens, organizations who desire to become members of the Association.
6. Being entitled to receive rewards for their merits in compliance with the regulations of the Association.
7. Being provided with a membership card.
8. Being entitled to withdraw from the Association given its inability to continue the membership.
9. Associate members, honorary members have the same rights as the official members, except for the right of voting for the issues of the Association and the right of self-nomination, nomination, election of the Leadership Committee, Audit Committee of the Association.

Article 10. Obligations of the members

1. Fully complying with the policies of the Party and policies and laws of the State; to comply with the Rules and regulations of the Association.
2. Participating in the Association’s activities; to show solidarity and cooperation with the other members for the sake of developing the Association robustly.
3. Protecting the Association’s reputation, not to act in the name ò the Association in their transactions, except for the case of being assigned by the Association leadership in the written form.
4. Undertaking information, reporting mechanism as per the regulation of the Association.
5. Paying membership fees in the fully and timely manner as per the regulation of the Association.

Article 11. Administrative procedures, authority for admission of membership; procedures for withdrawal from Association

1. Administrative procedures, authority for admission of membership:

a)                 Vietnamese citizens, organizations operating in the pharmacy-related business sector as per law provisions of Viet Nam, being eligible in compliance with the Rules of the Association, showing willingness to join the Association should submit an application letter according to the form stipulated by the Association with attached copy of the incorporation license or decision or certificate of business registration and a photograph of the representative (in case of an organization) or autobiography with commitment and a photograph (in case of an individual) to the office of the Association.

b)                 The office of the Association shall collect and report to the Standing Committee of the Association and based on the working rules, the Standing Committee shall release a decision on admission of membership and notify the Executive Committee of the Association at the latest meeting of the Executive Committee.

c)                  Within 5 working days from the date of receiving valid profile of the organization, individual applying for membership, the Standing Committee shall release a decision on admission of membership. The new member shall pay membership fees and be granted a membership card

2. Procedures for withdrawal from membership

          a) A member, when perceiving not to continue the membership should submit a written withdrawal request to the Standing Committee of the Association. The Standing Committee of the Association shall consider and make decision on termination of membership and notify the Executive Committee and the respective member in the written form.

          b) In the event that any member who has performed any activity which breaches the law provisions of Viet Nam leading to criminal prosecution, citizenship deprivation as per law provisions; organizations terminating their operation, organizations whose operation is suspended, organizations dissolve or declare bankruptcy as per law provisions, the Standing Committee of the Association shall consider and exclude the name from the list of the members and notify the Executive Committee and the members of the Association;

          c) The name of any individual member who died or who does not pay membership fees in the adequate and timely manner shall be expelled from the list of members and this shall be notified to the Executive Committee and the members of the Association by Standing Committee of the Association;

          d) Within 5 working days, the Standing Committee of the Association shall release a decision of deleting the name of the respective member form the list of Association members.

CHAPTER IV

ORGANIZATIONALSTRUCTURE, OPERATION

Article 12. Organizational structure of Association

1. Assembly;
2. Executive Committee;
3. Standing Committee;
4. Audit Executive Committee;
5. Association’s Head Office, representative offices, expertise committees;
6. Subsidiary organizations established according to law provisions and Rules of the Association.

Article 13. Assembly

1. The Assembly shall act as the highest leading body of the Association (term-related or ad-hoc congress). The Assembly is convened every 5 (five) years by the Executive Committee.

An Ad-hoc Congress shall be convened at the written request of at least 2/3 (two-thirds) of the Executive Committee members or at least ½ (a half) of the official members.

1. The term-related or ad-hoc congress shall be convened in the form of a General Assembly or Delegate Assembly. The number and composition of participants are decided by the Executive Committee. The General Assembly or Delegate Assembly shall be regarded as legitimate with the presence of more than ½ (half) of the official members or more than ½ (half) of the official representatives.
2. Duties of Assembly:

a)                 Discussing and adopting Term Final Report; directions, duties in the new term of the Association;

b)                 Discussing and adopting (amended) Rules of Association; renaming, splitting off, merging, coalesce, integration, dissolution of the Association (if any);

c)                  Discussing, contributing inputs and comments to the Review Report of the Executive Committee and the financial report of the Association;

d)                 Electing Executive Committee and Audit Committee of the Association;

e)                  Making decision on other issues beyond the authority of the Executive Committee according to the Association’s regulations;

f)                   Adopting proceedings of the Assembly;

1. Voting principles

a)                 The Assembly could vote by raising hands or secret ballots. The form of voting shall be determined by the Assembly;

b)                 The decisions of the Assembly must obtain consent of more than 1/2 (half) of the official members showing up in the Assembly.

Article 14. Executive Committee

1. The Executive Committee of the Association shall be elected by the Assembly from the official members of the Association. The number, structure, standards of the members of the Executive Committee shall be determined by the Assembly. The term of the Executive Committee coincides the term of the Assembly.
2. Mandates of Executive Committee: 

a)                 Organizing the implementation of the proceedings of the Assembly, Rules of the  Association, leading the activities of the Association between the two terms of the Assembly;

b)                 Preparing and determining the convocation of the Assembly;

c)                  Determining the program, annual working plan of the Association;

d)                 Determining the organizational structure of the Association, issuing the Working Rules of the Executive Committee, Standing Committee; rules on management and use of finance and assets of the Association; rules on management and use of the seal of the Association in compliance with the la provisions; rules on rewarding and punishment; regulations within the Association in line with the law provisions and Rules of the Association;

e)                  Electing, dismissing the Chair, Vice Chair, members of the Standing Committee; electing additional members for the Executive Committee, Audit Committee. The number of additional members of the Executive Committee to be elected must not exceed 1/3 (one third) of the current number of Executive Committee members determined by the Assembly.

1. Operational principles of Executive Committee

a)                 The Executive Committee operates based on the Rules of the Executive Committee, in compliance with the regulations of the law provisions and Rules of the Association;

b)                 The Executive Committee convenes 02 (twice) a year and may convene ad hoc meetings upon request of the Standing Committee or ½ (half) of the total number of the Executive Committee members;

c)                  A meeting of the Executive Committee shall be deemed valid with the participation of at least 2/3 (two-thirds) of the Executive Committee members. The Executive Committee could vote by raising hands or secret ballot. The mode of voting shall be determined by the Executive Committee;

d)                 The proceedings, decisions of the Executive Committee shall be adopted when obtaining consent of at least 2/3 (two-thirds) of the Executive Committee members in the meeting.

Article 15. Standing Committee

1. The Standing Committee of the Association is elected by the Executive Committee from the Executive Committee members; the number, composition, standards of the Standing Committee members are determined by the Executive Committee. The term of the Executive Committee coincides the term of the Assembly.
2. Mandates and authority of Standing Committee:

a)                 Assisting the Executive Committee in implementing the proceedings of the Assembly, Rules of the Association; organizing the implementation of resolution, decisions of the Executive Committee; leading the activities of the Association between the two meetings of the Executive Committee;

b)                 Preparing contents and determining the convocation of the Executive Committee;

c)                  Determining the establishment of organizations, units under the Association in compliance with the proceedings of the Executive Committee; specifying functions, duties, authority and organizational structure; determining the appointment, dismissal of the leadership of  organizations, units under the Association as per law provisions and Rules of the Association;

d)                 Admitting, considering the withdrawal from the Association; rewarding, punishing Association members.

1. Operational principles of Standing Committee

a)                 The Standing Committee operates based on the Rules issued by the Executive Committee, in compliance with the law provisions and Rules of the Association;

b)                 The Standing Committee convenes 02 (twice) a year and may convene ad hoc meetings upon request of the Chair of the Association or upon written request 2/3 (two-thirds) of the total number of the Standing Committee members;

c)                  Meetings of the Standing Committee shall be deemed valid with the participation of 2/3 (two-thirds) of the Standing Committee members. The Standing Committee could vote by raising hands or secret ballot. The mode of voting shall be determined by the Standing Committee.

d)                 The proceedings, decisions of the Standing Committee shall be adopted when obtaining consent of at least 2/3 (two-thirds) of the Standing Committee members in the meeting.

Article 16. Audit Committee of the Association

1. The Audit Committee of the Association shall consist of a Head, Vice Heads and some members elected by the Assembly. The number, composition, standards of the Audit Committee members are determined by the Assembly. The term of the Executive Committee coincides the term of the Assembly.
2. Mandates and authority of Audit Committee:

a)                 Auditing, monitoring the implementation of the Rules of the Association, proceedings of the Assembly, resolutions, decisions of the Executive Committee, Standing Committee, regulations of the Association related to the activities of the associations, units under the Associations, Association members;

b)                 Reviewing, addressing recommendations, complaints and denouncements lodged and submitted to the Association by organizations, citizens and Association members;

1. The Audit Committee shall act in compliance with the regulations issued by the Executive Committee, with law provisions and Rules of the Association.

Article 17. Chairperson, Vice Chairperson of Association

1. The Chairperson of the Association shall be the legal representative of the Association to the law, assume responsibility to the law for all the activities of the Association. The Chairperson of the Association must be a member of the Standing Committee, elected from the Executive Committee members by the Executive Committee of the Association. The standards for the Chairperson of the Association are determined by the Executive Committee of the Association.
2. The term of the Chairperson is 05 (five) years and coincides the term of the Executive Committee of the Association.
3. Mandates, authority of the Chairperson:

a)                 Undertaking the duties and authority according to the operational rules of the Executive Committee, Standing Committee of the Association;

b)                 Taking full responsibility to the competent authority permitting the Association’s establishment, the state regulatory authority covering the key operational field of the Association, to the Executive Committee, Standing Committee of the Association for all the activities of the Association; driving, running all the activities of the Association as per law provisions, Rules of the Association, proceedings, decisions of the Executive Committee, Standing Committee of the Association;

c)                  Chairing meetings of the Executive Committee; directly running the activities of the Standing Committee, the standing unit of the Association and directing the preparation, convening and chairing the meetings of the Standing Committee as per law provisions and the Rules of the Association;

d)                 Signing in the official documents of the Association, on behalf of the Executive Committee, Standing Committee;

e)                  Being the bank account owner of the Association as per law provisions and the Rules of the Association;

f)                   Determining the revenue and spending items and use of the assets of the Association within the framework of the regulation, rules on revenue and expenditures and asset management adopted in the written form by the Executive Committee and in compliance with law provisions and Rules of the Association;

g)                 Acting on behalf of the Association in internal and external relations as per law provisions and Rules of the Association;

h)                 Signing in decisions on establishment of organizations and units under the Association as per law provisions and Rules of the Association;

i)                   Taking responsibility for tasking the Vice Chairs of the Association regarding each field of work of the Association;

j)                   Signing in decisions on admission, exclusion of members, rewarding organizations, units, individuals under the Association who render merits to the development of the Association as per law provisions and Rules of the Association;

k)                 Signing in decisions on assignment, dismissal of leadership and managerial posts in the Association in compliance with the resolution of the Executive Committee and Standing Committee of the Association as per law provisions and Rules of the Association;

l)                   Signing in contracts for recruitment of officers to work in the Office of the Association in compliance with the Labour Code and Rules of the
Association;

m)              When the Chair of the Association is away, a Vice Chair will be authorized in the written form to direct and operate all the activities of the Association

1. The Vice Chairperson must be a member of the Standing Committee, elected by the Executive Committee from the members of the Executive Committee of the Association. The criteria for Vice Chairpersons of the Association are specified by the Executive Committee.
2. The Vice Chairperson shall assist the Chairperson in directing, operating the activities of the Association as assigned by the Chairperson; take responsibility to the Chairperson and to the law for the tasks assigned or authorized by the Chairperson. The Vice Chairperson should undertake his duties and authority in compliance with the Operational Rules of the Executive Committee and the Standing Committee of the Association.

Article 18. Head Office, representative offices and professional units of the Association

1. The Head Office, representative offices and professional units of the Association are assistants to the Executive Committee, Standing Committee; they are organized and operate in accordance with the rules issued by the Standing Committee incompliance with the law provisions, the Rules of the Association, the working rules of the Executive Committee and the Standing Committee.
2. The representative office of the Association is the unit assisting the Association, set up in selected provinces as per law provisions and the Rules of the Association.
3. Those who work in the Head Office, representative offices, professional units of the Association shall be recruited, managed and used in compliance with the Labour Code, the Rules of the Association and other relevant law provisions.
4. The funding the activities of the Head Office, representative offices, professional units of the Association should be estimated and presented to the Standing Committee by the General Secretary of the Association for approval.

Article 19. General Secretary cum Chief of Head Office and Vice Chief of Head Office of Association

1. The General Secretary cum Chief of Head Office

a)                 The General Secretary is the assistant to the Chairperson of the Association in running the everyday activities of the Association according to the proceedings, programs, schedules and rules of the Association adopted by the Assembly, Executive Committee, Standing Committee of the Association.

b)                 The General Secretary, who is elected, dismissed by the Executive Committee, works on a full-time basis.

c)                  The General Secretary cum Chief of Head Office is the person directly operates all the activities of the Head Office of the Association and is tasked as follows:

-                      Developing operational rules of the Head Office, financial and asset management rules of the Association, which are submitted to the Sanding Committee of the Association for approval and reporting to the Executive Committee;

-                      Periodically reporting the Association’s activities to the Executive Committee, Standing Committee as per the Rules of the Association, the operational rules of the Executive Committee and Standing Committee;

-                      Developing annual and periodical reports of the Executive Committee;

-                      Managing the documentation of the Association as per the Rules of the Association, the operational rules of the Executive Committee and Standing Committee and the Head Office of the Association;

-                      Acting as the Rapporteur in the Assemblies, the meetings of the  Executive Committee and Standing Committee;

-                      Taking responsibility to the Executive Committee and Standing Committee and the law for the activities of the Head Office of the Association.

1. Deputy Chief of Head Office of the Association

a)                 The Deputy Chief of Head Office is recommended by the General Secretary with written consent of the Standing Committee and decided by the Chairperson of the Association.

b)                 The Deputy Chief of Head Office shall take responsibility for assisting the General Secretary of the Association, undertaking the tasks assigned by the General Secretary of the Association and acting on behalf of the General Secretary of the Association in the event of his absence or in case of being authorized according to the operational rules of the Head Office.

CHAPTER V

DIVISION, SPLITTING; MERGER; UNIFICATION; RENAIMING AND DISSOLUTION

Article 20. Division, splitting; merger; unification; renaming and dissolution of the Association

Division, splitting; merger; unification; renaming and dissolution of the Association shall be subject to the stipulations under the Civil Code, existing law provisions on associations and consortiums, proceedings of the Assembly and other relevant law provisions.

 

CHAPTER VI

FINANCE AND ASSETS

Article 21. Finance and assets of the Association

1. Finance of the Association

a)                 Revenues of the Association

-                      Admission fee; annual membership fees;

-                      Revenues from the activities of the Association as per law provisions;

-                      Grants, money backing by organizations, individuals from within and outside the country as per law provisions;

-                      Other legitimate revenues.

b)                 Expenditures

-                      Recurrent expenditures for undertaking the activities of the Association;

-                      Expenditures on renting office, procurement of office equipment;

-                      Expenditures on paying for those working at the Association in compliance with the regulations of the Executive Committee and the law provisions;

-                      Expenditures on rewards and others as stipulated by the Executive Committee

1. Assets of the Association include: office, equipment and facilities for the activities of the Association. Assets of the Association are formed from the budget of the Association, donated by various organizations and individuals from within and outside the country as per law provisions.

Article 22. Management and use of finance and assets of the Association

1. The funding and assets of the Association are only used for the activities of the Association.
2. In case of division, splitting; merge; unification; dissolution of the Association, the funding and assets of the Association shall be addressed in compliance with the law provisions.
3. The Executive Committee of the Association shall issue Rules on management and use of funding and assets of the Association in the aim of opens, transparency, cost-effectiveness in line with law provisions, operational principles and purposes of the Association.

 

CHAPTER VII

REWARDS AND DISIPLINARY MEASURES

Article 23. Rewards

1. Organizations, units under the Association, members with outstanding achievements and merits shall be rewarded by the Association or proposed by the Association to the competent authorities, organization for rewards as per law provisions;
2. The Executive Committee of the Association stipulates the modes, authority, procedures for rewarding within the association as per law provisions and the Rules of the Association.

Article 24. Disciplinary measures

1. Organizations, units under the Association, members breaching laws, Rules of the Association, regulations and operational rules of the Association shall be subject to consideration, disciplinary measures in the form of reprimands, warning, exclusion.
2. The Executive Committee of the Association specifies the authority, procedures for undertaking disciplinary measures within the association as per law provisions and the Rules of the Association.

CHAPTER VIII

IMPLEMENTATION

Article 25. Amendments to the Rules

Only the Assembly of the VNPCA is eligible for amend these Rules. The amendment of the Rules must by consented by at least 2/3 (two-thirds) of the official participants representing at the Assembly.

Article 26. Enforceability

1. These (amended) Rules of the VNPCA, comprising 8 (eight) Chapters with 26 (twenty-six) Articles, was unanimously adopted by the Association’s Fifth Assembly (206 – 2021) dated 9th November 2016 in Hanoi and shall come into effect upon the official approval of the Minister of Home Affairs.      
2. Pursuant to the law provisions on associations and Rules of the Association, the Vietnam Pharmaceutical Companies Association shall assume its responsibility for guiding and to organizing the implementation of these Rules.