Chapter I

NAME, PRINCIPLE, OBJECTIVE

 

Article 1: Name

-          Name of the Association: Hiệp hội Doanh nghiệp Phần mềm Việt Nam

-          English Name: Vietnam Software Association

-          Abbreviation: VINASA

 

Article 2: Objective, Principle

Vietnam Software Association (VINASA) is a non-governmental, non–profitable organization with the purpose to promote co-operation and mutual support among the members, in order to promote the development of Vietnam software industry and to protect the members’ rights according to the Vietnam laws.

 

Article 3: Scope of application and legal position

The Association is a nation-wide organization.

The Association operates under the laws of Vietnam, has an official stamp, bank accounts in both Vietnamese Dong and US dollars, and has its own assets and finance in accordance with the Vietnam laws.

The Association office is located in Hanoi. When neccesary, it may have the permission to open local branch offices according the Vietnam laws.

 

Chapter II

DUTIES, RIGHTS

 

Article 4: The association's duties and rights are:

 

1.       To represent and ensure the members' rights according to the Vietnam laws.

2.       To actively promote the Vietnam software industry according to the State strategy, with particular focus on creating good conditions to promote software application activities, make Vietnam as an IT-nation, to promote export of the software products and develop the digital content industry.

3.       To support the co-operation and the exchange the information among the members: to promote sharing of experience, technology transfer, training and cooperation in production and software export.

4.       To become a contact point with Government, Provinces, and Government Organizations, for the policy, strategy, development planning, providing information, and support programs related to software sector. To gather and report the members’ requests and recommendations to the Government for making policies and priorities to encourage the development of Vietnam’s software industry.

5.       To create a contact point for exchanges with other domestic associations and international associations for software production and the export of the software of the members.

6.       To consult, oppose all issues related to software industry and IT under requests of organizations, individuals. To develop activites of researching, studying, training, creating and implementing programs, projects in IT field under requests of members, organizations, individuals according to Vietnam laws.

7.       To support in promoting software investment, training, exchanging with overseas Vietnamese, with international Governments, organization, enterprises, individuals under Vietnam laws.

8.       To publish magazines, reviews and other publications according Vietnam laws.

9.       To organize training centers, services, consultancies… directly under the Association when necessary under Vietnam laws.

 

Chapter III
MEMBERSHIP

 

Article 5: Membership

1.       Official member: Any Vietnamese enterprise or organization which produce and/or provide software and/or software services, willing to join and follow these rules, can become an Official Member of VINASA.

2.       Associate member: Any foreign enterprise or organization, representative office which produce and/or provide software and / or software services, willing to join and follow these rules, can become an Associate Member or Honourable Member of VINASA.

 

Article 6: Procedure to join in the Association

1.       Enterprise willing to join in VINASA must handle application form and be approved by Member Committee.

2.       The representative of VINASA’s member must be the legal representative of the member, or a proxy of the legal representative.

 

Article 7:  The duties of the members are:

1.       To comply with the association’s Charter,

2.       To complete all the tasks given by the association,

3.       To comply with all the association’s requests about supplying information and reports,

4.       To pay the membership fees .

 

Article 8: The rights of the members are:

1.       To enjoy the benefits which are provided for in Article 4,

2.       To vote and/or to elect for leadership positions of VINASA. This right does not apply for Information Members or Honourable Members,

3.       To terminate its membership of VINASA, but only after notifying VINASA three months in advance and paying the association fees due,

4.       An associate member has rights, duties like an official member, except right to vote/or to elect for Executive Committee of the Association and vote for other issues.

 

Chapter IV
ORGANIZATION

 

Article 9: The association is organized with:

·          Congress

·          An Executive Committee

·          An Executive office

·          An Auditing Board

·          Membership Board

·          A number of Departments of the Association with specialized duties.

 

 

Article 10: Congress and extraordinary Congress

 

The highest authority of VINASA is the Association Congress, which meets every five years. In special cases, when the chairman deems it necessary, or at least two thirds of the executive or over half of the members demands this, an extraordinary meeting may be called.

 

 

Article 11: A congress has duties:

 

1.       To approve all the reports of the Steering Committee activities, and of the  auditing board

2.       To decide the direction, and plan the activity of the Association in the next period

3.       To check and improve the financial status of the Association

4.       To decide whether to change, and how to implement the Association rules.

5.       To decide the size of the Steering Committee, and the Auditing Board; vote for these two Boards and solve other important issues of the Association.

 

Article 12: Rule to vote of the Congress

 

The Association Congress decides issues with majority vote by raising hands or having secret ballots. Rule of voting is decided by Congress.

Voting to adopt decision of Congress must be approved by at least a half of the attending members.

 

Article 13: The Executive Committee

 

Between the two meetings of the Association Congress, the highest level of the association is the Executive Committee. The Executive Committee members are the representatives of the members’ firms for a three year term. If necessary, the member can appoint another representative as replacement; the new representative must be agreed to by a half of the Executive Committee.

 

If, between two the meetings of the Association Congress, there is a need to implement or replace the Executive Committee member, this also needs a half majority.

 

Article 14: Executive Committee has duties:

 

The Executive Committee meets every six months. When half of the members request this, the Committee will have an extraordinary session.

 

The duties of the Executive Committee are:

1.       To elect the leaders of the Association such as: chairman, vice chairman, general secretary, head of the auditing board.

2.       To operate the association activities, as approved in the Association Congress.

3.       To establish and impose rules and timetables for the Executive Committee and subordinate organizations (if any)

4.       To establish and monitor all the activities and the finances of VINASA, and decide the membership entry fee as well as the yearly fee.

5.       To decide whether to call for a meeting as mentioned in Article 11, and to prepare everything necessary for this meeting.

 

Article 15: The Standing Committee

 

The Standing Committee consist: the Chairman, Vice Chairmen and General Secretary, with responsibilities of representing VINASA and the Executive Committee for internal and foreign affairs, implementing all resolutions approved by the Executive Committee and the Association Congress, steering and auditing all activities of subordinate organizations of the Association.

 

Article 16: The Chairman has rights and duties:

 

1.       To be the official representative of the Association in relations with the governmental and international organizations.

2.       To organize and implement all the Association Congress resolutions.

3.       To manage, prepare the content of, call for, and direct all the executive meetings.

4.       To lead all the subordinate organizations of the association, and make sure they carry out the duties that the association has given to them.

5.       To make the decision of formulating or dissolving the subordinate organizations according to VINASA rules, appoint and dismiss the leader of the subordinate organizations.

 

Article 17: The Vice Chairmen of the Association

 

The duty of the vice chairmen is to help the chairman to direct each sector of the Association; having the responsibility and the right according to the fields of activity outlined by the Association. When the chairman is absent, the vice chairmen will act on his behalf.

 

Article 18: The General Secretary

 

The general secretary is responsible for organizing, and directing the everyday activity of the association. The association office controls all the subordinate departments of VINASA, prepare all the content of all the Association meetings, take care of the property as well as the finances of the association.

 

Article 19: The Membership Committee

 

1.       The Membership Committee consists: The General Secretary and 3 members in the Executive Committee appointed by the Chairman.

2.       Members of Membership Committee can represent any other members in the Membership Committee to sign in the Decision of approving membership application.

3.       The Membership Committee has rights and duties:

-          To campaign organizations, enterprises to joining in the Association

-          To regulate all critaria to become a full member

-          To consider membership applications

-          To submit the Chairman the decision to admit appropriate membership applications

-          To propose the Chairman the withdrawal application and delete ineligable and undisciplined members in the list.

 

Article 20: The Specialized departments

 

Depending on the development of the association, the Executive Committee may decide to establish specialized departments.

The head of the department is appointed and dismissed by the Chairman.

The functions, organization and programming plans, and general conditions for the work of the specialized departments, are decided by the Steering Committee.

 

 

Chapter V

FINANCE OF THE ASSOCIATON

 

Article 21: The fiscal year

 

The fiscal year of the association is beginning on Jan 01 and ending on Dec 31 every year.

 

Article 22: Rules of finance

 

The association’s expenditure is decided by the Association Congress, and the Steering Committee decides the budget, and controls the expenditure in detail every year to make sure that the Association expenditure is in compliance with the government's regulations on financial management.

 

Article 23: Source of revenue:

 

1.       The membership fees, include the fees for joining the Association, and the annual fee

2.       Grants from private sources and organizations, both domestic and international, according to the law.

3.       Income-generated activities of VINASA and subordinate departments (if any)

4.       Subsidy from the Government, if any

When necessary, the Association will spend a fund to support:

-          Market researching

-          High quality softwares application

-          Organizing awards of the Association

 

Article 24: Expenditures

 

1.    Spending on regular activity of the Association (office expenditure, conferences, meetings, salary of the staff)

2.    Purchasing the equipment of the office

3.    Spending on the research project

4.    Spending on the activity of the association

 

Chapter VI

DISSOLUTION

Article 25: The Association only stop its activities or dissolve when:

-       Decision to stop its activities and dissolve of the Association Congress

-       Decision to stop its activities issued by licensing authority

Procedures to dissolve will comply under Vietnamese laws

 

Chapter VII

REWARD AND PUNISHMENT

 

Article 26: Reward

 

Members having good record in software export may receive rewards by the Association or may be recommended to the Government for rewards.

 

Article27: Punishment

 

Members having conducts that violate the rules or make any harm to the association reputation and prestige, depending on how serious it is, shall be criticized, or expelled from the association. This decision will be made by the Steering Committee or under Vietnam laws.

 

 

Chapter VIII

EXECUTION PROVISION

 

Article 28: Charter modification

 

Only the Association's Congress has the right to change the association regulation. Any change must be agreed by half of the members in order to be approved.

 

Article 27: This charter of the Vietnam Software Association consists of VIII chapters, 29 articles, approved by the second Association Congress dated May 18, 2005. It effectively executes according to the approval of Home Affairs.

 

The Executive Committee of the Association guides to implement this charter./.