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VIET NAM PHARMACEUTICAL COMPANIES ASSOCIATION
CHAPTER I
GENERAL PROVISIONS
Article 1. Name, logo
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
Article 4. Scope and areas of operation
Article 5. Organization and operation-specific principles
CHAPTER II
POWER, MANDATES
Article 6. Power
Article 7. Mandates
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
Article 10. Obligations of the members
Article 11. Administrative procedures, authority for admission of membership; procedures for withdrawal from Association
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
Article 13. Assembly
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.
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;
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
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.
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
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.
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
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;
Article 17. Chairperson, Vice Chairperson of Association
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
Article 18. Head Office, representative offices and professional units of the Association
Article 19. General Secretary cum Chief of Head Office and Vice Chief of Head Office of Association
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.
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
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
Article 22. Management and use of finance and assets of the Association
CHAPTER VII
REWARDS AND DISIPLINARY MEASURES
Article 23. Rewards
Article 24. Disciplinary measures
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