BYLAWS OF THE
"LATAM VIETNAM CHAMBER"
CHAPTER I - NAME, LEGAL NATURE, DURATION, HEADQUARTERS, OBJECTIVES, ACTIVITIES, AND ASSETS OF THE CHAMBER
Article 1 - Name, Legal Nature, and Duration
The Latam Vietnam Chamber, hereinafter referred to simply as the “Chamber,” is a private legal entity, constituted and governed according to Brazilian law, as a civil association, non-profit, for an indefinite period, with administrative and financial autonomy, not pursuing political purposes, and shall be governed by these bylaws and the applicable legal provisions.
Article 2 - Headquarters
The Chamber is headquartered in São Paulo, in the State of São Paulo, at Rua Martiniano de Carvalho, 169 - room 54 - Bela Vista - ZIP 01321-001. It may establish branches or representation offices within the national territory and abroad, and cooperate with other organizations interested in promoting economic, cultural, and technical-educational relations between Latin America and Vietnam.
Article 3 - Chamber's Objectives
The Chamber's primary objective is to foster and promote economic, cultural, and social relations between Latin America and Vietnam. Its objectives include:
- a) promoting the development of commercial and industrial relations between Latin America and Vietnam;
- b) providing Chamber members with support for promoting their commercial, industrial, and development interests in their relations with Latin America and Vietnam;
- c) representing and supporting Chamber members before Latin American and Vietnamese authorities regarding legitimate viewpoints, goals, and opinions, including providing advice and guidance;
- d) promoting the social, cultural, economic, commercial, and industrial image of Latin America and Vietnam to attract investments.
Article 4 - Activities
In order to fulfill its statutory objectives, the Chamber is authorized to use all appropriate and legally permitted means, including:
- a) research and data collection on trade exchanges between Latin America and Vietnam, as well as market studies, legislation, opportunities, and trade and industry activities involving the countries;
- b) promotion and organization of events, lectures, meetings, seminars, fairs, exhibitions, courses, publications, and journalism;
- c) providing services to third parties, whether members or not, inherent to its social purpose, as established by the Board;
- d) establishing and maintaining relationships with any public or private entities necessary to achieve the Chamber's objectives;
- e) other activities that will contribute directly or indirectly to the achievement of the Chamber's objectives.
Paragraph One – The Chamber conducts its activities in close and reliable cooperation with relevant institutions and authorities of the countries and may enter into agreements or contracts with public or private entities.
Paragraph Two – The Chamber refrains from any activity reserved for political parties and movements, as well as any ideological activism.
Article 5 - Organization and Operation
The organization and operation of the Chamber will be regulated through Internal Regulations, which will be voted on and approved by the General Assembly.
Article 6 - Assets
The Chamber’s assets will consist of:
- a) donations or occasional funding directly from the Government, States, and Municipalities, or through public administration bodies, either direct or indirect;
- b) donations, contributions, and funding from public and private entities, national or foreign;
- c) donations or legacies from legal or natural persons;
- d) proceeds from festivals, campaigns, and internal or external events to finance its activities;
- e) income from securities, shares, or financial instruments owned by the Chamber;
- f) funds received from third parties as payment for services or products;
- g) contributions from its members.
Paragraph Sole – No profits or bonuses of any kind will be distributed among the Association’s members.
CHAPTER II - MEMBERS’ RIGHTS AND DUTIES
Article 7 - Members
Any person, legal or natural, national or foreign, who aims to contribute to the achievement of the Chamber’s objectives, meeting the admission and classification conditions established in these Bylaws and the Chamber’s Internal Regulations, may participate in the Chamber’s membership. The Chamber’s membership consists of:
- a) Founding Members
- b) Regular Members
- c) Honorary Members
- d) Contributing Members
Article 8 - Members' Rights
The members of the Chamber have the following rights:
- a) Participate in General Assemblies, voting on any resolution;
- b) Vote and be voted for voluntary positions;
- c) Be a member of the Chamber’s Committees. If the member is a legal entity, the representative will be a natural person belonging to it;
- d) Receive news, information, and publications, as well as participate in activities planned by the Chamber;
- e) Enjoy the benefits resulting from the Chamber's activities not covered in the previous items;
- f) Request the examination of the bylaws, regulations, minutes of General Assembly meetings, balances, and inventories of the Chamber.
Paragraph One - The granting of a power of attorney to another member is allowed.
Paragraph Two - No member is individually, jointly, or subsidiarily liable for the Chamber's obligations.
Article 9 - Members' Duties
Members have the following duties:
- a) Comply with the rules of these Bylaws, the Chamber’s Internal Regulations, and applicable legislation;
- b) Cooperate in achieving the Chamber’s objectives;
- c) Pay contributions (Contributing Members);
- d) Perform the voluntary roles for which they were elected;
- e) Treat all information obtained and related to the Chamber as confidential, and not share it with third parties unless otherwise instructed;
- f) Act in accordance with the Chamber’s ethics and integrity ("compliance") programs, if applicable;
- g) Preserve the good name and reputation of the Chamber.
Article 10 - Founding Members
Founding members will be those natural persons present at the time of the association's founding, that is, at the General Assembly for the establishment of the association.
Paragraph Sole - Founding members of the Chamber will have the following rights:
- a) Exemption from paying contributions;
- b) Be eligible for the Board;
- c) Vote in the General Assemblies for the election of the Chamber’s Board.
Article 11. Effective Members
Effective members are individuals who actively and regularly engage, voluntarily contributing to the achievement of the Chamber's objectives, and who are nominated by the Board and approved by the President.
Single Paragraph - Effective members of the Chamber have the following rights:
- a) Be exempt from paying contributions;
- b) Run for the Board, but they will not have voting rights at the General Assemblies of the Association.
Article 12. Honorary Members
Honorary members are individuals invited in recognition of significant services rendered to the Chamber or individuals who, having held successive relevant positions in society, accept invitations from the Board and are invested in this associative category. The General Assembly may, upon the Board's proposal, confer the titles of:
- a) Honorary President;
- b) Honorary Director;
- c) Honorary Member.
First Paragraph - Honorary members of the Chamber have the right to be exempt from paying contributions.
Second Paragraph - Honorary Presidents and Honorary Directors may attend Board meetings without voting rights.
Article 13. Contributing Members
Contributing members are individuals or legal entities that provide financial contributions, goods, and rights to the association, and whose application has been approved by the Board.
First Paragraph - To be admitted as a contributing member, it is necessary to submit the application form. The candidate will become a member after the Board approves their name and after paying the first contribution.
Second Paragraph - If admission is denied, the candidate will be notified without the reasons being specified. No appeal is allowed against the decision denying the admission request.
Third Paragraph - Contributing members of the Chamber have the following rights:
- a) Run for the Board;
- b) Vote at the General Assemblies of the Association for the election of the Chamber's Board.
Article 14. Withdrawal of Members
If a member wishes to withdraw from the Chamber, they must express this intention with a minimum notice of 10 (ten) days before the desired withdrawal date, through written notification.
Single Paragraph - A contributing member who expresses the desire to withdraw from the membership list must settle all their contributions and any other outstanding debts with the Chamber.
Article 15. Exclusion of Members
The exclusion of members can occur for just cause and will be decided at a meeting of the Board. The exclusion of members from the Chamber's bodies will be deliberated at a meeting of the Presidency.
First Paragraph - Just causes for exclusion are considered as follows:
- a) Failure to comply with or delay in fulfilling any statutory obligations by the member, after formal warning;
- b) Conduct detrimental to the objectives of the Chamber, to the Statute, or inconsistent with the values of the community it represents;
- c) Actions that undermine the harmony among the Chamber's members or could harm the institution's reputation.
Second Paragraph - An appeal against the decision to exclude a member can be made to the General Assembly. The appeal must be submitted to the Presidency with a minimum notice of 30 days before the date of the General Assembly for judgment. During the waiting period for the General Assembly's decision, the interested party will be suspended from the Chamber's activities.
Third Paragraph - An appeal against the decision that results in the exclusion of a member from the Branch can be made to the specific assembly.
CHAPTER III - BODIES OF THE CHAMBER
Article 16. The Chamber's Bodies
The bodies of the Chamber are:
- a) General Assembly;
- b) Board.
Section I - General Assembly
Article 17. Competence of the General Assembly
The General Assembly is the Chamber's body with the power to deliberate on all matters related to it.
First Paragraph - The General Assembly has the exclusive competence to amend the statute; approve the internal regulations; elect and remove Board Members; approve the administration's accounts; receive the Board's report, especially regarding the current business plan, the Treasurer's report; decide on presented requests, with the exception of membership applications; appoint Honorary Members; dissolve the Chamber.
Second Paragraph – The election of the Board Members will take place at a General Assembly specially convened for this purpose, with the candidates who obtain a simple majority of the votes present being elected. The terms of the elected members will last as specified in Article 24 of the bylaws and may be renewed for successive periods at the discretion of the Assembly.
Third Paragraph – The dismissal of Board Members will also take place at a General Assembly specially convened for this purpose, requiring a simple majority of the votes present and in accordance with the criteria set out in Article 26 of the bylaws.
Article 18. Convening the General Assembly
The General Assembly is convened by the President of the Chamber through email, circulars, or other convenient means of communication, as well as making the notice available on the website, with a minimum of three weeks' notice, indicating the date, time, place, and agenda.
Single Paragraph - The General Assembly may also be convened by the request of one-fifth of the members.
Article 19. Voting at the General Assembly
Members in good standing with the treasury have the right to participate and vote in the deliberations of the General Assembly.
Article 20. Operation of the General Assembly
The General Assembly will be convened in the first instance with a minimum of one-third of the members present. In the case of a second-instance convening due to lack of quorum, it will occur thirty minutes later, and the assembly will be valid with any number of attendees. The President of the Chamber presides over the Assembly, with the appointment of a secretary to record the minutes of the proceedings.
Article 21. Quorum for Deliberations
Deliberations of all statutory bodies are made by a simple majority of those present, with the President of the Chamber having a casting vote. Statutory amendments require two-thirds of the members present at General Assemblies. Reform proposals must be initiated by at least one-third of the members or by the Board Members.
Article 22. Ordinary General Assembly
By March 31 of each year, an Ordinary General Assembly will be held to approve the administration's accounts and, if necessary, elect new Board Members, according to the Chamber's electoral regulations.
Article 23. Extraordinary General Assembly
An Extraordinary General Assembly will be convened at the discretion of the President of the Chamber, the Board, or upon written request by at least one-fifth of the members.
Section II - Board
Article 24. Composition of the Board
The Board consists of a minimum of 2 (two) and a maximum of 30 (thirty) Directors, of which 2 (two) to 6 (six) will be elected by the Board at the General Assembly to form the Presidency of the Chamber.
First Paragraph - The Board's role is to support the Presidency of the Chamber in achieving its social objectives and in all matters where its assistance is required. The Board is responsible for preparing and executing the annual activity program, proposing amendments to the statutes or regulations, preparing plans and reports to be presented for the General Assembly's deliberation, as well as supervising and overseeing the execution of the Administration's activities.
Second Paragraph - Board members are elected for a term of 3 (three) years, with the possibility of re-election. Elections are held annually to fill vacancies left by Directors whose terms have expired or who have left their positions. The Members of the Presidency are elected for a term of 3 (three) years, with the possibility of re-election.
Third Paragraph - The 3 (three) year term of the Members of the Presidency and the Board begins on the date of the corresponding election. They must remain in their positions until the inauguration of their successors.
Fourth Paragraph - The President of the Chamber, the Vice Presidents, and the Treasurer form the "Presidency of the Chamber" and may be summoned by the President to prepare meetings of the Board and the General Assemblies of the Chamber's members.
Fifth Paragraph - The responsibility of the Board members towards the Chamber is limited to cases of abuse, fraud, or gross negligence.
Sixth Paragraph: On the Call. The Board Meeting will be called by the President of the Chamber or at the request of 3 directors through the sending of an email.
Seventh Paragraph: On the Installation. The Board Meeting will be installed in the first call with the presence of at least 3 associated Directors. If the meeting is not installed due to lack of quorum, the President of the Chamber may opt to call a new meeting, which will take place thirty minutes later, and in this second call, the meeting will be installed with any number of attendees. The President of the Chamber will preside over the meeting, selecting a secretary to record the minutes.
Eighth Paragraph: On Deliberations. Each Director is entitled to one vote, and decisions will be made by a simple majority of those present, with the President of the Chamber having a casting vote, unless otherwise specified in these Bylaws.
Article 25. Remuneration of the Board of Directors
All Members elected to the Board of Directors shall not be remunerated.
Article 26. On the Dismissal and Resignation of Directors
Directors may be removed from the Board of Directors for just cause, upon verification of one of the following situations: misuse or fraud of social assets; abandonment of office, deemed after unjustified absence from 3 (three) called meetings; engaging in acts detrimental to the Chamber, whether moral or material; disobedience to the norms contained in the Bylaws, Internal Regulations, or decisions of the General Assembly; criminal or illicit conduct; discriminatory conduct towards other members, whether based on sex, origin, race, color, marital status, family situation, or age.
Sole Paragraph - The board members may also resign from their positions by sending written notification addressed to the Chamber's President, explicitly indicating their intent to resign and the reason, if they so wish. The resignation must be filed with the Chamber's secretariat, which will issue a dated receipt of delivery. The resignation will be considered valid from the date the notification is received, and it is the President's responsibility to immediately inform the General Assembly, so that the members are made aware and the necessary measures can be taken to fill the vacancy, in accordance with the bylaws.
CHAPTER IV - ADMINISTRATION OF THE CHAMBER AND ITS REPRESENTATIVES
Article 27. Representation of the Chamber
The Chamber is represented by:
- a) The Presidency;
- b) The Treasury.
Article 28. Role of the Presidency
The Presidency establishes, in accordance with these bylaws and the resolutions of the General Assembly, the main guidelines for the Chamber's operations and management, ensuring their faithful execution. The main responsibilities of the Presidency include approving Committee Directors, approving the creation, organization, and dissolution of Committees, calling and presiding over General Assemblies and Board meetings, representing the Chamber judicially or extrajudicially, and ensuring compliance with these Bylaws and other internal regulations.
Single Paragraph - The legal representation of the Chamber rests with its President or, in the absence or impediment of the President, with one of the Vice Presidents automatically. In case of resignation due to force majeure or unforeseen circumstances, the President may appoint a successor from among the Vice Presidents, notifying this appointment to the Board.
Article 29. Role of the Treasury
The financial management of the Chamber is the responsibility of the Treasury, with the Treasurer being appointed by the President, "ad referendum" of the Board, and holding the position of "Financial Vice President." Its main responsibilities include collecting and accounting for resources, making payments, overseeing accounting, presenting financial reports, and preparing the budget proposal. The Treasurer must also sign, along with the President, the Chamber’s financial acts and annually publish the statement of revenues and expenses.
Single Paragraph - In the absence or impediment of the Treasurer, one of the Vice Presidents designated by the President will automatically replace them. In case of resignation due to force majeure or unforeseen circumstances, the President may appoint a successor, notifying this appointment to the Board.
Article 30. Administration and Acts
Acts that may create obligations for the Chamber must be formalized in writing for validity, containing the joint signature of the President of the Chamber and 1 (one) Vice President or jointly of 2 (two) Vice Presidents and the Treasurer.
First Paragraph - All acts involving financial obligations must be performed jointly by the President of the Chamber and the Treasurer.
Second Paragraph - The granting of powers of attorney is permitted, provided that the powers to assume obligations on behalf of the Chamber, whether financial or otherwise, are conferred by the President of the Chamber or by one of the Vice Presidents, always in conjunction with the Treasurer. The revocation of powers of attorney is possible at any time.
Article 31. Annual Budget
The annual budget of the Chamber is prepared by the Treasurer, following the principles of administrative efficiency. After approval by the President of the Chamber and the Financial Vice President, it is consolidated with the budgets of the other regional Chambers in Brazil.
First Paragraph - One week before the General Ordinary Assembly, the President must submit to the Board the following documents for analysis: I - activity report; II - balance sheet; III - statement of income and expenses; and IV - inventory.
Second Paragraph - The Board examines the aforementioned documents and presents to the President, by the day before the General Ordinary Assembly, an opinion signed by two or more of its Members.
Third Paragraph - At the General Assembly, the documents mentioned in the first paragraph, along with the opinion of the Board as per the previous paragraph, are presented for approval.
Fourth Paragraph - Except for justified reasons, the President cannot deny a member, upon request, access to the documents mentioned in the first paragraph.
CHAPTER V – COMMITTEES, BRANCHES, AND OFFICES
Article 32. Creation of Committees
With the aim of fostering the Chamber's activities, Committees may be established, aligned with the various sectors of the members' activities. The creation, organization, and dissolution of these Committees are subject to the approval of the Presidency.
Article 33. Committee Members
Each Committee is composed of a Committee Director and an indeterminate number of members. The Committee Director is elected by the Committee members, subject to the approval of the President of the Chamber and 1 Vice President.
Article 34. Participation in Committees
Upon joining the Chamber, the member must register in a Main Committee, according to their area of interest.
Single Paragraph - Despite the provisions in the main article, each member is allowed to be a member and register in more than one Committee.
Article 35. Operation of Branches and Offices
Branches and Offices serve as regional representations of the Chamber, working to facilitate and expand market access for members.
First Paragraph: Each Branch has a Board of Directors composed of 2 (two) to 6 (six) members, elected among the members in a separate assembly. The spokesperson of the Board, with the title of "Regional President," automatically becomes a candidate for election to the Chamber's Board of Directors.
Second Paragraph: The Office, which has no members, is managed by a Representative who acts independently, receiving invitations to Chamber meetings.
Third Paragraph: Events and meetings, including Assemblies of each Branch or Office, are called and presided over by the responsible party.
Fourth Paragraph: The decisions of each Branch are made according to its own regulations, formulated in accordance with the general rules of these bylaws.
CHAPTER VI - FISCAL YEAR
Article 36. Fiscal Year
The fiscal year coincides with the calendar year.
CHAPTER VII - DISSOLUTION OF THE CHAMBER
Article 37. Dissolution
The dissolution of the Chamber may only be decided at a specially convened Extraordinary General Assembly for this purpose, with the favorable vote of two-thirds of the members present and represented at the Assembly.
First Paragraph: The request for dissolution may be initiated by the Board of Directors or by at least one-third of the members.
Second Paragraph: Once all obligations of the Chamber are settled, its assets will be disposed of as described in Article 61 of the Brazilian Civil Code, in accordance with the decision of the members.
CHAPTER VIII - FINAL PROVISIONS
Article 38. Restrictions
Acts of any member, administration member, attorney, employee, or service provider that involve the Chamber in obligations unrelated to its social purpose are prohibited and considered null concerning the Chamber. This includes, but is not limited to, the granting of sureties, endorsements, or guarantees in favor of third parties, except when necessary for the activities and objectives of the entity and expressly authorized or approved in accordance with these Bylaws.
Article 39. Unspecified Cases
Unspecified cases are regulated by the Presidency.
Article 40. Effectiveness
These bylaws will come into effect on the date of their approval and must be registered with the notary public.
*Bylaws registered in Brazil under Brazilian laws.
