- 9.1 The activities of the EUROPEAN CHAMBER OF COMMERCE shall be managed by an Executive Committee elected by the Ordinary Members at an EUROPEAN CHAMBER OF COMMERCE Meeting and shall consist of up to sixteen (16) persons of good standing who are ordinarily residents in Vietnam and who are either Corporate Representatives of Ordinary Corporate Members or Ordinary Individual Members ("Executive Committee Members").
- 9.2 The day-to-day operations of the EUROPEAN CHAMBER OF COMMERCE shall be managed by an Executive Director who shall be a European national duly appointed by the Executive Committee to be the Executive Director of the EUROPEAN CHAMBER OF COMMERCE. The Executive Director shall execute the general affairs of the EUROPEAN CHAMBER OF COMMERCE in accordance with the objectives, policies, constitution and regulations of the EUROPEAN CHAMBER OF COMMERCE under the supervision and control of the Executive Committee. The Executive Director shall be assisted by support staff of EUROPEAN CHAMBER OF COMMERCE. Persons who are eligible for election as Executive Committee Members must be proposed and seconded by Ordinary Members and must consent in writing to such nomination.
- 9.3 Election of Executive Committee Members shall take place in accordance with the voting procedures set out in the EUROPEAN CHAMBER OF COMMERCE Rules provided that at least nine (9) Executive Committee Members are passport holders of a EU Member State, no more than four (4) passport holders from any one country may be elected or nominated to the Executive Committee at any one time, and at least nine (9) European headquartered or European majority owned companies (>50% equity) are represented at the Executive Committee at any one time.
- 9.4 European BAs with more than 30 members that have entered into an affiliation agreement with the EUROPEAN CHAMBER OF COMMERCE shall be entitled to nominate one of their members to be an Executive Committee Member. Such European BAs shall notify the Executive Committee of the identity of the individual they have nominated to be an Executive Committee Member at least 30 days prior to the Annual EUROPEAN CHAMBER OF COMMERCE Meeting. The Executive Committee shall have a right of veto over the person nominated. In the event that the right of veto is exercised, then the European BA shall notify the Executive Committee of an alternative nominee within 14 days of having been advised that the previous nominee has been rejected.
- 9.5 Aside from the Executive Committee Members nominated by the European Bas pursuant to Article 9.4, the other Executive Committee Members shall be elected once every two (2) calendar years at the Annual EUROPEAN CHAMBER OF COMMERCE for a term of office commencing on the date of his/her election and, subject to Article 9.7, terminating on the date of the Annual EUROPEAN CHAMBER OF COMMERCE Meeting at which new elections take place, and may be re-elected for subsequent terms.
- 9.6 The Executive Committee shall elect among the Executive Committee Members a Chairperson, Vice-Chairperson and a treasurer, on a majority vote and for a term of office commencing on the date of his/her election, subject to Article 9.7, terminating on the date of the next EUROPEAN CHAMBER OF COMMERCE Meeting at which new elections take place, and may be re-elected for subsequent terms.
- 9.7 If an Executive Committee Member wishes to resign from the Executive Committee, is absent from three consecutive Executive Committee Meetings, ceases to be ordinarily resident in Vietnam, ceases to be the Corporate Representative of an Ordinary Corporate Member or to be an Ordinary Individual Member, or is requested to resign from office at any time pursuant to a resolution of a two-thirds' (2/3) majority vote of the Executive Committee Members, then he/she shall, on request of the Executive Committee, give written notice of his/her resignation to the Executive Committee or, if no such notice is given within two weeks of request for the same by the Executive Committee, he/she shall be deemed to have resigned from the Executive Committee. On resignation or termination of office of any Executive Committee Member for any reason before the expiration of his/her normal tenure of office, the remaining Executive Committee may invite another eligible Ordinary Member to fill the vacancy and such Ordinary Member shall remain in office until the next Annual EUROPEAN CHAMBER OF COMMERCE Meeting at which Executive Committee elections take place.
9.8 The Executive Committee shall regulate its own proceedings as it sees fit in accordance with the provisions of these Statutes and the EUROPEAN CHAMBER OF COMMERCE Rules. Generally and without limiting its powers, the Executive Committee shall:
- (a) through its Executive Director manage and supervise the day-to-day operations of the EUROPEAN CHAMBER OF COMMERCE and the implementation of any EUROPEAN CHAMBER OF COMMERCE Contracts;
- (b) submit the EUROPEAN CHAMBER OF COMMERCE Rules and any subsequent amendments thereto for approval by the Ordinary Members;
- (c) establish such common interest sub-committees and/or groups under the Executive Committee as the Executive Committee sees fit;
- (d) establish the budget of the EUROPEAN CHAMBER OF COMMERCE;
- (e) have such powers and undertake all such activities as the Executive Committee, in its sole discretion, considers necessary or desirable for the Executive Committee to operate the EUROPEAN CHAMBER OF COMMERCE in accordance with these Statutes, the EUROPEAN CHAMBER OF COMMERCE Rules, the EUROPEAN CHAMBER OF COMMERCE Decision and the laws of Vietnam.
- 9.9 The Executive Committee Chairperson shall hold office for a term equal to his/her term as an Executive Committee Member and shall call and chair all Executive Committee Meetings (or, in his/her absence, a Vice Chairperson or another Executive Committee Member nominated by him/her shall chair Executive Committee Meetings).
- 9.10 The Executive Committee shall meet at least once every three (3) months. If the Executive Committee Chairperson fails to call sufficient Executive Committee Meetings, then any three Executive Committee Members may by written to all Executive Committee Members, call an Executive Committee Meeting.
- 9.11 The quorum for all Executive Committee Meetings shall consist of not less than five (5) Executive Committee Members.
- 9.12 At Executive Committee Meetings, each Executive Committee Member present shall have one vote and resolutions shall be passed by majority vote. In the event of equality of votes at any Executive Committee Meeting, the Executive Committee Chairperson shall have a casting vote.
- 9.13 The Executive Committee may invite, at its discretion, any Members or other persons to attend Executive Committee Meetings on a regular or a case-by-case basis, as decided by the Executive Committee.
- 9.14 Unless specifically stated otherwise herein, all documents relating to the EUROPEAN CHAMBER OF COMMERCE shall be valid if approved at an Executive Committee Meeting and signed by any two (2) Executive Committee Members.
- 9.15 All Executive Committee Members including the Executive Committee Chairperson and Vice Chairperson shall be indemnified and held harmless by the EUROPEAN CHAMBER OF COMMERCE against all losses, liabilities and expenses threatened, incurred or suffered by him/her in connection with his/her term of office as an Executive Committee Member and as Executive Chairperson and Vice Chairperson (whether arising during or after such term of office) provided that such Executive Committee Member and such Executive Committee Chairperson and Vice Chairperson in such event have acted honestly and in good faith and in a manner he/she believed to be in, or not opposed to, the best interests of the EUROPEAN CHAMBER OF COMMERCE.
TABLE OF CONTENT
ARTICLE 1. Definitions
ARTICLE 2. Name, form and offices of the European Chamber of Commerce
ARTICLE 3. Objectives of the European Chamber of Commerce
ARTICLE 4. Membership
ARTICLE 5. Application and election for membership
ARTICLE 6. Rights and duties of members
ARTICLE 7. Resignation, expulsion and termination of members
ARTICLE 8. The European Chamber of Commerce meetings
ARTICLE 9. Executive committee of the European Chamber of Commerce
ARTICLE 10. Funds, property and financial matters
ARTICLE 11. Advisory committee
ARTICLE 12. Reporting
ARTICLE 13. Amendment of the statutes
ARTICLE 14. Establishment and dissolution of the European Chamber of Commerce
ARTICLE 15. Auditor
ARTICLE 16. Governing law and disputes