Legal Issues — Charter of VGEA

Establishment, identity, headquarters, and scope of operations of VGEA.

• Article 1 — Name: VIETNAM GLOBAL E-COMMERCE ASSOCIATION. International trading name: Vietnam Global Ecommerce Association.
• Article 2 — VGEA is a social-professional organization of Vietnamese manufacturers, traders, and logistics professionals using the internet to connect and conduct business with global enterprises.
• Article 3 — VGEA has legal personality, its own seal, and bank account. The headquarters is located at Bao Ngoc Building, No. 02 Thanh Lam Street, Xuan Phuong Ward, Hanoi.
• Article 4 — VGEA operates nationwide, in accordance with the laws of the Socialist Republic of Vietnam. VGEA is a member of international bodies including UNCTAD (United Nations Conference on Trade and Development).

Foundational principles, statutory duties, and the rights granted to the Association.

• Article 5 — Principles: voluntary and self-governing; equality among all members; transparency and openness.
• Article 6 — Duties: organize information exchange in domestic/international trade; coordinate member activities in production, business, and import/export; provide investment, technology, and technical advice; mediate disputes; develop cooperation; protect members' legitimate rights; build relationships with international e-commerce associations.
• Article 7 — Rights: coordinate with domestic organizations; international cooperation per legal regulations; represent members in internal and external relations; provide advice on industry issues; fundraise from member fees and other revenue; receive legal sponsorships; contribute to legal documents related to the industry; publicize the Association's purpose; decide on financial matters per the Charter.

Categories of membership, procedures for joining and withdrawing, and rights and duties of members.

• Article 8 — Categories: Official Members (Vietnamese businesses in manufacturing/e-commerce); Associate Members (joint ventures and foreign-invested enterprises); Honorary Members (scientists, managers, experienced professionals).
• Article 9 — Joining: submit application to Executive Committee with voluntary application, business registration certificate copy, declaration form, and (if applicable) regional branch opinion. Executive Committee admits members by majority vote. New members pay membership fee within 15 days.
• Article 10 — Withdrawal/Removal/Exclusion: voluntary withdrawal terminates rights upon Executive Committee approval. Removal occurs for serious damage to reputation, non-payment of fees within 90 days of second reminder, or cessation/dissolution. Exclusion requires two-thirds approval of the Executive Committee.
• Article 11 — Duties of Members: comply with Charter and regulations; actively participate; provide required information and reports; pay fees and dues on time; protect Association reputation.
• Article 12 — Rights of Members: enjoy benefits per Article 6; express opinions; participate in all activities; apply for withdrawal; participate in elections at all leadership levels (Associate and Honorary Members have all rights except participation in elections).

Governance structure: General Assembly, Chairman, Secretary-General, Executive Committee, Inspection Committee, and supporting bodies.

• Article 13 — General Assembly: highest authoritative body, term of 5 years, held once every 5 years. Tasks: review reports, approve financial settlements, elect Executive and Inspection Committees, approve Charter amendments, decide on major matters (division, merger, dissolution).
• Article 14 — Executive Committee: elected directly by secret/open ballot in General Assembly, 5-year term. Meets annually or extraordinarily. Decisions by two-thirds consent. Powers include implementing resolutions, approving financial plans, electing leadership, deciding on member admission/removal, establishing offices and branches, proposing annual membership fees.
• Article 15 — Chairman and Vice Chairmen: Chairman represents the legal entity, organizes implementation of resolutions, chairs Executive Committee meetings, approves office personnel, decides on member participation in regional/international events. Vice Chairmen assist and act in the Chairman's absence.
• Article 16 — Secretary-General: appointed by Executive Committee. Duties include daily management of Association office, document management, regular reporting to Chairman, attending Executive meetings, preparing annual reports, managing member records, drafting reports to authorities.
• Article 17 — Association Office: operates per regulations approved by Executive Committee. Office staff approved by Chairman. Annual budget approved by Executive Committee.
• Article 18 — Inspection Committee: elected by General Assembly, operates independently of Executive Committee. Inspects implementation of Charter and resolutions; supervises financial receipts and expenditures; reports to members annually; may request extraordinary meetings with two-thirds Executive consent.
• Article 19 — Specialized Committees: Executive Committee establishes specialized committees as needed.
• Article 20 — Affiliated Organizations and Units: VGEA may establish service and consulting units in compliance with legal regulations.
• Article 21 — Branches: organized geographically, regionally, or by professional field. Branch leadership approved by VGEA Executive Committee.

Sources of income, expenditure rules, and financial management oversight.

• Article 22 — Sources of Income: membership entrance fees; member dues as stipulated; sponsorships from domestic and foreign organizations and individuals (per legal regulations); other legitimate revenue sources.
• Article 23 — Expenditures: in accordance with the Association's financial regulations — staff salaries, training of collaborators, infrastructure, economic activities, charity, and reasonable expenses determined by the Standing Committee.
• Article 24 — Financial and Asset Management: Executive Committee manages finances and assets in compliance with state regulations. Inspection Committee audits and publicly reports finances annually to members.

Recognition of contributions and disciplinary procedures for breaches of the Charter.

• Article 25 — Commendation: Members of the Executive Committee, Standing Committee, Inspection Committee, officials, and employees who make significant contributions to the development of the industry and Association are commended by Association decision.
• Article 26 — Discipline: Members or officials who act against the Charter, resolutions, or damage reputation — or repeatedly fail to attend regular activities — are subject to disciplinary procedures determined by the Executive Committee.

Charter amendment procedures and effective date.

• Article 27 — Amending the Charter: amendments must be proposed by the National Congress, unanimously agreed upon, and approved by the competent state authority to take effect.
• Article 28 — Effectiveness: This Charter was unanimously adopted by the 3rd term National Congress of VGEA on October 1, 2022, and shall take effect from the date of approval by the Ministry of Internal Affairs. The Charter shall cease when the Association ceases operations.