CHARTER

VIETNAM SOFTWARE ASSOCIATION

Chapter I

NAME, PRINCIPLE, PURPOSE

Article 1: Name

-       Name of the Association: Hiệp hội Phần mềm & Dịch vụ CNTT Việt Nam

-       English Name: Vietnam Software & IT Services Association

-       Abbreviation: VINASA

Article 2: Purpose and Principle

Vietnam Software & IT Services 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 & services 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 & IT services 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: 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.

Any foreign enterprise or organization which produce and/or provide software and / or software services, willing to join and follow these rules, can become an Information Member or Honourable Member of VINASA.

Article 6: 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.

Chapter IV
ORGANIZATION

Article 9: The association is organized with:

·         A Steering Committee

·         An executive office

·         An Auditing Board

·         A number of Departments of the Association with specialized duties. The Association will also publish an Association Magazine.

Article 10:

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

Article 11:

The Association Congress has the duty:

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:

The Association Congress decides issues by majority vote. In important issues, such as changing and implementing rules, dissolving the association, or vote for the members of the Steering Committee and the Auditing Board, the decision requires a two thirds majority.

Article 13:

Between the meetings of the Association Congress, the highest level of the association is the Steering Committee. The Steering 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 two thirds of the Steering Committee.

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

Article 14:

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

The duties of the Steering 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 accept new members, or expel members

4.      To establish and impose rules and timetables for the Steering Committee and subordinate organizations.

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

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

Article 15:

Between the meetings of the Association Congress, the chairman, vice chairman and general secretary have the duty of representing VINASA to all national and international bodies.

Article 16:

The chairman has the duties and rights, as follows:

1.      To be the official representative of the Association in relation to government organizations 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 rule, appoint and dismiss the leader of the subordinate organizations

Article 17:

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 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:

Depending on the development of the association, the Steering 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 ASSOCIATION

Article 20: The financial year of the association is beginning on Jan 01 and ending on Dec 31 every year.

Article 21:

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 22:

The revenue of the association is coming from:

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

4.      Subsidy from the Government, if any

Article 23: Spending

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

REWARD AND PUNISHMENT

Article 24:

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

Article25:

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.

Chapter VII

CHANGING RULE AND DISSOLVING THE ASSOCIATION

Article 26:

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

Article 27:

The association activities only stop when:

The Association Congress decides to stop and dissolve the association.

The State authority decides to dissolve the association.

All the procedures of the dissolution will be done according to the government laws./.