BRITISH CHAMBER OF COMMERCE VIETNAM CONSTITUTION AND RULES

ARTICLE 1. DEFINITIONS

In this Constitution and these Rules, the following words and expressions shall have the following meanings:

1.1 “Board”: shall mean the executive board of the Chamber established in accordance with ARTICLE 14.

1.2 “British”: shall include any company incorporated in, or established under the laws of the United Kingdom; and any individual who is a national of the United Kingdom.

1.3 “Business Centre”: shall mean any business centre established and operated by the Chamber providing advice and assistance to Members and others.

1.4 “Chamber”: shall mean the BRITISH CHAMBER OF COMMERCE, VIETNAM.

1.5 “company”: shall mean an incorporated or unincorporated company and any subsidiary of such company, a partnership, association or charity. For the purpose of this definition, “subsidiary” shall have the meaning set out in Section 1159 of the Companies Act 2006.

1.6 “Conflict”: shall mean a situation in which a Board Member has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Chamber, including in relation to the exploitation of any property, information or opportunity and as provided in the “BRITCHAM POLICY ON ANTI- CORRUPTION, CONFLICTS OF INTEREST AND FINANCIAL MANAGEMENT”.

1.7 “Corporate Member”: shall mean any Ordinary Corporate Member, Non- Resident Corporate Member, Associate Corporate Member, SME Ordinary Member, SME Associate Member or (to the extent it is not an individual) Honorary Member.

1.8 “Executive Director”: shall mean the executive director of the Chamber.

1.9 “General Meetings”: shall mean general meetings of the Chamber and shall be either annual general meetings (“Annual General Meetings”) or extraordinary general meetings (“Extraordinary General Meetings”).

1.10 “Member”: shall mean any Ordinary Corporate Member, Ordinary Individual Member, Non-Resident Corporate Member, Non-Resident Individual Member, Associate Corporate Member, Associate Individual Member, SME Ordinary Member, SME Associate Member, UK Alumni Member or Honorary Member.

1.11 “Ordinary Member”: shall mean any Ordinary Corporate Member, Ordinary Individual Member or SME Ordinary Member.

1.12 “Secretariat”: shall mean, unless the Board determines otherwise, the Executive Director and all other individuals employed by the Chamber.

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ARTICLE 2. NAME AND FORM OF CHAMBER

2.1 The name of the organisation shall be the “British Chamber of Commerce Vietnam”, or such name, provided it includes the word “British”, as the Board may from time to time determine. The Chamber may also use an abbreviated name informally, provided it includes the words “Brit” or “British”, as the Board may from time to time determine, such name being at the date of the most-recent amendment of this Constitution and Rules “BritCham Vietnam”.

2.2 The Chamber shall be a national organisation covering the territory of the Socialist Republic of Vietnam and shall be comprised of any number of chapters established in such cities and provinces of Vietnam as the Board shall approve (collectively “Chapters”; individually, “Chapter”; and references to the Chamber in this Constitution and these Rules shall incorporate reference to all such Chapters). The initial Chapters of the Chamber shall be established in Ho Chi Minh City and Hanoi.

2.3 No Member or group of Members may organise or form chapters, branches, sections or other form of organisation in Vietnam as a formal institution of, or using the name of, the Chamber without the approval of the Board.

2.4 The Chamber shall be an unincorporated, independent, non-profit making organisation.

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ARTICLE 3. OFFICES AND ADDRESSES

3.1 The Board may, subject to the approval of the relevant People’s Committee in the city or province where the Chapter proposes to establish its office, establish an office in the city or province where the Chapter it represents is based.

3.2 The Chamber shall have its registered office in Hanoi, Vietnam (or in such other city as the Board may decide from time to time). The Chamber shall have its main office, being the headquarters of the Secretariat, in Ho Chi Minh City, Vietnam (or in such other city as the Board may decide from time to time). Unless otherwise decided by the Board, the registered office address and the main office address of the Chamber shall be the same as the office address of the Chapter of the city or province in which the registered office or main office, as the case may be, is located.

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ARTICLE 4. OBJECTS

4.1 The objects of the Chamber shall be to serve its Members and stakeholders by promoting and facilitating: (a) trade and investment between the UK and Vietnam; (b) professional networking; (c) tailored research and investment advice from the Business Centre; (d) local social events, charitable initiatives and “Corporate and Social Responsibility” programmes; and (e) advocacy through membership of the British Corporate Advocacy Council and Vietnam Business Forum.

4.2 The Chamber may undertake any activities which are consistent with the Chamber’s objectives, within the laws of Vietnam.

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