VIETNAM BUSINESS SOCIETY IN BANGLADESH
(Bangladesh Act 1994)
Continued from Part I
1. The provisions contained in the Seventh Schedule to the Companies Act 1994 shall, together with the following provisions, be adopted as the regulations of the Society.
2. Terms used only in these Articles shall not be used in any other subject matter or context inconsistent with the Charter.
"the Society" means the VIETNAM BUSINESS SOCIETY IN BANGLADESH.
"the Act" means the Companies Act 1994 (Act No. XVIII of 1994) in force in Bangladesh.
"Member" means all persons who may become members of this Chamber under the Articles of the Society.
"Patron" means the Patron of the Society.
"General Meeting" means a meeting of the Society, whether ordinary, regular or extraordinary.
"Election Committee" means a body comprising persons nominated by the Board to conduct elections.
"Chairman" means the Chairman of the Chamber elected under these Articles.
"Senior Vice Chairman" means the Senior Vice Chairman of the Society elected under these Articles.
"Vice Chairman" means the Vice Chairman of the Society elected under these Articles.
"Director" means a Director of the Society elected under these Articles.
"Board" means the Board of Directors or Executive Committee of the Society elected under these Articles.
"Office" means the registered office of the Society for the time being.
"Secretary" means the person appointed as Secretary of the Society.
"Year" means a year according to the English calendar.
"Month" means a month according to the English calendar.
"Vietnam" means a Vietnamese Company or Vietnamese citizen.
"Bangladesh" means a Bangladeshi Company or Bangladeshi citizen;
"Annual General Meeting" means the general meeting of the body (as scheduled) to discuss and deliberate on planned matters.
"Seal" means the seal of the Society.
"General Body" means the general body of the Society entitled to attend and vote at the General Meeting of the Society.
"Register" means the Register of Members required to be kept under section 34 of the Act.
"Special Resolution" shall have the meaning assigned to it under section 87 of the Act.
3. For the purpose of registration, the Society is declared to have an unlimited number of members.
4. Subject to the provisions and restrictions contained in these Articles, the rights and privileges of membership may, where a Company is recognized under its usual name, be exercised by the owner or by any partner of that Company, or by any person authorized under a power of attorney or letter of authorization, as the case may be, where a Company or affiliated organization is elected as a member under the Company’s name, exercised by any responsible officer of that Company or organization duly authorized to act on its behalf. Upon admission, a member may nominate a person in writing, who shall ordinarily represent the member at the General Meeting of the Society.
5. A candidate for admission as a member, whether an individual, company or affiliated organization, shall be proposed by one member and seconded by another member. The proposal form shall be submitted by the proposer to the Executive Committee and shall be signed by the proposer and seconder, stating in full the name of the candidate; in the case of a company, the name(s) of the owner(s) or partner(s) in full, and in the case of a company or related body, the Secretary or Managing Director of the company. Where a candidate has been admitted and the Board of Directors is subsequently satisfied that any statement in the proposal form was inaccurate in any material particular, the Board of Directors may cancel the membership, and the person’s membership of the Society shall thereupon cease.
6. The Committee shall decide any question that may arise concerning the eligibility or other qualifying conditions of any candidate for admission as a member, and its decision shall be final.
7. Membership
Sponsors of this Memorandum of the Society shall be eligible to become members of the Chamber upon payment of the admission fee & annual subscription. Other members shall be admitted upon approval of the Board of Directors. There shall be 5 (five) classes of membership of the Society.
7.1. Founder
7.2. Ordinary
7.3. Associate
7.4. Individual
7.5. Honorary
8. Membership classification criteria:
8.1. Founder Member: Open to any Vietnamese Company/organization lawfully operating in Bangladesh (a minimum of 07), with the participation of 03 local legal entities.
8.2. Ordinary Member: Ordinary membership may be extended to any legal entity holding at least 90% of the shares of that entity in an enterprise or organization, and which manufactures goods and/or provides services and/or does business in Bangladesh.
8.3. Associate Member: Associate membership may be extended to any entity in Bangladesh holding at least 50% of the shares or controlling ownership interest in an enterprise or organization, and doing business or manufacturing goods or providing services in Bangladesh.
(Associate membership of the Society is limited to companies, with no more than 1 member per Company.)
8.4. Individual Member: Individual membership may be extended to any Vietnamese citizen holding a valid Bangladeshi residence visa and work permit, or persons officially posted under an Embassy, international organization or foreign program. The selection of Individual Members shall be at the discretion of the Board of Directors of the Society.
8.5. Honorary Member: Honorary membership is limited to distinguished persons with outstanding activities relevant to the objectives of the Chamber and who may bring high prestige to the Society. The selection of Honorary Members shall be at the discretion of the Board of Directors of the Society.
Individual Members and Honorary Members shall enjoy all the privileges applicable to Ordinary Members and Associate Members, except that Honorary Members and Associate Members shall not be permitted to take part in elections and shall have no voting rights. They shall be exempt from the admission fee and the annual subscription. Every member must pay the annual subscription for the calendar year; failing which, the member’s name shall be removed from the list of the Society.
The Society shall have a Patron as determined by the Board of Directors. The Patron shall hold an unofficial position and shall have no voting rights at any meeting. The Ambassador of Vietnam in Bangladesh shall be the ex officio Patron of the Society.
9. Admission fees and membership subscriptions are classified as follows.
9.1. Life members must contribute 150,000 taka (one hundred fifty thousand) to the Society’s fund as a one-time payment.
9.2. The Board of Directors may, from time to time, determine and fix the admission fee and the annual subscription payable by members.
9.3. Every member must pay the admission fee and subscription fee as fixed by the Board of Directors from time to time.
The fees applicable on a provisional basis are as follows:
|
Membership Class |
Initial Fee |
Annual Fee |
|
Founder |
150,000 taka |
Exempt |
|
Ordinary |
15,000 taka |
10,000 taka |
|
Associate |
10,000 taka |
7,000 taka |
|
Individual |
Exempt |
Exempt |
|
Honorary |
Exempt |
Exempt |
10. The Board of Directors shall have the power to terminate or suspend any member, or, in the case of a company, its authorized representative, in any of the following circumstances:
10.1. If a member fails to pay any subscription due in the month or on the date it falls due, the Board of Directors may thereafter at any time exercise the power of termination vested in it, provided that upon any such default the member shall be notified of the default, and if the amount due is not paid within one month from the date of such notice, the membership may be terminated.
10.2. If the member or authorized representative is determined to be insolvent.
10.3. If the member or authorized representative becomes of unsound mind.
10.4. If the member or authorized representative, or the company, issues to any member a cheque that is dishonored on presentation.
10.5. If the member or authorized representative fails to comply with a decision of the Board of Directors.
10.6. If the member or authorized representative acts in breach of this Article and the Regulations in force.
10.7. If the member or authorized representative engages in improper conduct.
10.8. If the member, or, being a firm or company, is found to employ Child Labor.
11. Except as otherwise provided herein, a firm shall not cease to be a member merely by reason of a change in its constitution resulting from the admission, retirement or death of a partner, provided that the business of the firm continues under the usual name under which the firm was recognized as a member.
12. A firm, company or affiliated organization shall cease to be a member upon any change which, in the opinion of the Board of Directors, materially alters the composition of the firm.
MEMBERSHIP REGISTER
13. The Register, comprising the list of members, shall be kept at the office of the Society, containing the names and addresses of the members, and in which all changes in membership over time shall be recorded.
SUBSCRIBERS (SIGNATORIES TO THE MEMORANDUM AND ARTICLES OF THE SOCIETY) AND THE GENERAL MEETING
14. Immediately upon registration, the subscribers to the Memorandum and Articles of the Society shall constitute the first Committee (ad hoc Committee) of the Society and shall elect one of the founding members as the first Chairman of the Society, and shall convene the General Meeting. Upon the General Meeting being convened, the subscribers shall vacate their positions as members and Chairman of the Committee, but shall be eligible for re-election, and the members shall proceed to elect the office-holders of the Society.
14.1. The first General Meeting of the Society shall be held not less than one month and not more than three months from the date of establishment. Subsequent General Meetings shall be held at least once in every calendar year, not more than 15 (fifteen) months from the date of the preceding General Meeting of Members, at such time and place as the Board of Directors may from time to time determine.
14.2. In order to carry out the legal framework and other necessary procedures for establishing the Society so that it may function effectively, a Committee has been formed.
BOARD OF DIRECTORS
15. For the purposes of these Articles, the term office-holder means and includes the Chairman, Senior Vice Chairman, Vice Chairman and the Board of Directors. The Board of Directors shall be elected every second year by secret ballot. The election shall be conducted in accordance with the T.O. Rules 1994, and its results shall be announced at the Annual General Meeting of the Society.
16. The Board of Directors shall consist of one Chairman, one Senior Vice Chairman, one Vice Chairman and 6 (six) Directors. In addition, the person appointed as Secretary and a Vietnamese national nominated by the Embassy of Vietnam shall be ex officio members of the Board of Directors without voting rights.
17. Elected Members of the Executive Committee shall hold office for 2 (two) years.
18. The Election Committee shall comply with the Trade Organizations Rules 1994 and Reference Order No. MC/OBA-6/CA-4/2002/422 dated 31/07/2002 issued by the Ministry of Commerce regarding the conduct of elections of the Executive Committee; the Election Committee shall be responsible for framing the Election Regulations, which shall require the approval of the Board / Executive Committee. The Election Committee for the election of the Executive Committee shall be appointed by the incumbent Executive Committee and shall consist of not less than three and not more than five members.
19. The Board of Directors shall have the power to alter the term of office of office-holders after the initial founding period of two terms. The first Chairman, Senior Vice Chairman, Vice Chairman and Members of the Board of Directors shall retire after a period of six years.
20. Any member, partner, or person holding a power of attorney or letter of authorization from a company registered as a member under its usual name, and, in the case of a company, shareholders of affiliated bodies, shall be eligible for election as an office-holder of the Society.
21. The office of a Member of the Board of Directors shall in fact become vacant if that member, or, in the case of a firm or company, its authorized representative, has been terminated or suspended by the Board of Directors under the powers conferred by Article 10.
22. The Chairman may, at any time he considers appropriate, give notice to the members or the Board of Directors on any such matter, and shall put forward such proposals as, in his opinion, will promote the prosperity and welfare of, and enhance the usefulness of, the Chamber, and shall perform such other duties as may be incidental to the office of Chairman.
23. The Chairman shall institute, prosecute or defend all suits or proceedings in the name of the Chamber under his signature; provided, however, that no such suit, proceeding or prosecution shall be instituted without a decision of the Board of Directors to initiate that suit, proceeding or prosecution.
24. In the absence of the Chairman, the Senior Vice Chairman shall, in addition to his own functions and responsibilities as may be delegated by the Board of Directors from time to time, perform all the routine functions of the Chairman. If he too is absent, the Vice Chairman shall perform all such functions.
25. The Chairman, as the Chief Executive of the Society, shall preside over all meetings, including meetings of the Board of Directors. He/she shall address the members at the General Meeting, shall take the votes of members, count the votes, declare the result of such count, and in the event of an equality of votes, he/she shall have a second or casting vote.
"Except that no casting vote shall be exercised in connection with any election to the Chamber for the office of Chairman, Senior Vice Chairman, Vice Chairman and other Members of the Board, provided that in the event of a tie between candidates, the name(s) of the successful candidate(s) shall be determined by drawing lots.
26. The Secretary, who shall be a salaried, full-time employee of the Society, shall be subject to the supervision, control and direction of the Chairman and shall perform the following duties:
To conduct and be responsible for all correspondence of the Society.
26.1. To be responsible for all papers, documents, furniture and all other property, movable and immovable, belonging to the Society.
26.2. To issue and give notice of all meetings of the Society, the Board of Directors and Committees.
26.3. To keep and maintain accurate minutes of all meetings of the Society, the Board of Directors and its various committees, and to arrange for these to be signed by the Chairman or the chairman of the relevant committee.
26.4. To prepare the Annual Report of the Society in consultation with the Board of Directors, together with the reports of all committees of the Society.
26.5. To circulate among the Members of the Board of Directors the minutes and proceedings of the various Committees, and among the members of the Society the annual report, notices and other information intended for circulation.
26.6. To carry out the removal, expulsion or resignation of any person, firm or company as a member of the Society.
26.7. To notify all members of forthcoming elections and the results thereof.
26.8. To represent the Society for all purposes, whenever occasion arises, before any Court of Justice in any suit or proceeding instituted by or against the Chamber, provided that he shall have no authority to compromise any suit or proceeding without the approval of the Committee.
26.9. To delegate any or all of his functions to employees of the Society, provided that he shall remain answerable to the Board of Directors for any act done by such employee on his behalf.
26.10. To maintain administrative control and discipline over all employees of the Society, in accordance with the rules and regulations laid down by the Board of Directors on their behalf.
26.11. To collect all fees from members of the Society and issue receipts.
26.12. To keep and maintain accurate accounts of the Society and of any funds related to or in any manner controlled by the Society.
26.13. To ensure that all payments made on behalf of the Society are in accordance with the decisions of the Board of Directors, and to maintain an imprest account of Tk. 20,000.00 for expenses out of that amount.
26.14. All cheques issued on behalf of the Society shall be signed by the Chairman and any two Members of the Board of Directors duly authorized by the Board.
26.15. To do and perform all acts and things as may be expressly required of him by the Board of Directors, and generally all other acts incidental to his office.
26.16. To ensure that all funds of the Society are deposited in one or more Banks as determined by the Board of Directors.
HEAD OF THE BOARD, GENERAL DIRECTOR
27. The Members of the Board of Directors shall be the elected body/bodies of the Society and shall attend all meetings of the Board of Directors, notice of which shall be given by the Secretary under the direction of the Chairman. The Directors may make such regulations as they think fit concerning the convening and conduct of meetings of the Board of Directors for the transaction of business at such meetings. The record of proceedings shall be open for inspection by members, who shall have the right to make copies thereof, subject to such regulations as may be framed, and to the payment of such fee as may be fixed by the Board of Directors from time to time.
Members of the Board of Directors shall keep the members fully informed of their activities.
The management and business of the Society shall be vested in the Board of Directors, of which the Directors are an integral part, and they shall be regarded as trustees of the Society in respect of the Society’s property.
Please continue to Part III