Chapter IV
ORGANIZATION OF THE ASSOCIATION

Article 12. Principles on organization and operation of the Association
Vietnam Hotel Association is organized and operated in the principle of voluntariness, self-managemnt, equality, self-cover of finance and self-responsibility to the law.
Bodies of the Association operate in the principles of democratic discussion, collective leadership and majority rule.
The Association’s activities are conformable to the activities of Vietnma Tourism Association.

Article 13. Organizational structure of the Association
1. General Meeting of members (or representatives’ Meeting).
2. Executive Board.
3. Supervisory Board of the Association.
4. Specialized Boards.
5. Association Office.
6. Representative offices in local Toursm Society or tourism organizations (in the provinces and cities where Tourism Association has not been established).
7. Specialized societies.
8. Division directly under the Association.

Article 14. General Meeting of members and Meeting of all members
General Meeting of all members, Annual meeting and Extraordinary meetings
1. The General meeting of members is the highest decision-making body of the Association.
2. Main tasks of the General meeting of members:
a) To discuss and aprrove term summary reports, direction, and action plan of the Association in the following term;
b) To propose amendments and supplements to the Charter of the Association (if any);
c) To discuss and make decision on important matters out of the authority of the Executive Board of the Association;
d) To approve financial statement of the previous term of the Association and approve estimate of financial plan for the next term ;
e) To elect the Executive Board of the Association;
g) To elect the Supervisory Board of the Association;
3. All members of the Association shall be present at the annual meeting to:
a) Discuss summary report on present year and work plan for the following year;
b) Approve annual financial statement and financial plan for the following year;
c) Discuss and vote for matters proposed by the Executive Board, Supervisory Board or the members;
d) To elect additional member to the Executive Board and Supervisory Board (if required);
4. Extraordinary general meeting: is convened to solve urgent issues of the Association, the Executive Board may ask the members for advice or convene an extraordinary general meeting. The extraordinary general meeting shall be convened if there is 2/3 members of the Executive Board or more than 1/2 members as required;
5. Resolutions of the General meeting and meeting shall be passed by majority.

Article 15. Executive Board of the Association
1. The Executive Board of the Association is the management body of the Association between the two General Meetings. The term of the Executive Board is the term of the General meeting (03 years). The number of members of the Executive Board shall be directly decided and elected by ballot or voted by show of hands and it must be more than 50% of the total votes.
2. A member of the Executive Board must be dedicated, have time, qualification and capacity of management, good political quality and good health to shoulder his assigned tasks.
3. A member of the Executive Board shall be re-elected or dismissed before his term as requested by the Executive Board and it must approved by 1/2 of the formal members.
4. A member of the Executive Board representing a legal organization shall be replaced by other person of such organization with approval of the Executive Board, if he reitre or get a transfer.
5. The Executive Board meets at least twice/year. The Executive Board appoints a Stading Board including: the Chairman, the Vice-chairmen and the General Secretary of the Association.

Article 16. Tasks and powers of Executive Board
1. To make decision on execution of resolutions and operation plan for the office term of the General Meeting.
2. To make decision on annual programs and plans, announce operation results of the Executive Board to the members
3. To approve annually financial plan and account balance.
4. To issue regulations on organization and operation of Specialized Boards, Association Office, Representative offices of the Association in regions; to issue regulations on principles, system, use and management of assets and finance of the Association.
5. To elect and dismiss the title of leadership of the Association: Chairman, Vice-Chairman, General Secretary, Deputy General Secretary and Head of Supervisory Board.
6. To establish and appoint heads of belonging bodies, heads of Specialized Boards and Chiefs of Representative offices of the Association in the regions.
7. To approve contents, agenda and documents to submit to the General Meeting and meeting of all members of the Association.
8. To make decision on convening the General Meeting.
9. To approve admit to and expel from the Association.
10. Decisions of the Executive Board shall be approved by the majority presenting at the meeting. In case, the vote is equal, the Chairman shall have rights to decide.

Article 17. Supervisory Board of the Association
1. The Supervisory Board is directly elected by the General Meeting. The number of members of the Supervisory Board is decided by the Assciation. The Supervisory Board operate in accordance with the general regulations approve by the General Meeting.
2. The office term of the Supervisory Board shall be the one of the Executive Board.
3. The Supervisory Board is entitled to control and supervise the execution of the Charter and resolutions of the General Meeting of management board of the Association and members; to inspect the financial activities of the Association in accordane with the Charter and related laws; to make report on its operations and other related issues to the Executive Board.
4. Head of the Supervisory Board prepares a detailed regulation in accordance with the general regulation of the Supervisory Board approved by the General Meeting and shall be responsible for all operation of the Supervisory Board to the General Meeting.

Article 18. Chairman and Vice-Chairman
1. Chairman of the Association
a) The Chairman manages and controls all operations of the Association, organizes and implements the execution of resolutions issued by the General Meeting and meeting of all members, and decision of the Executive Board.
b) To be the representative of the Association to the law and the owner of the Association’s account.
c) To convene and preside meetings of the Executive Board and meeting of all members
d) To directly manage the General Secretary.
e) To approve human resources for the Associaion Office and other organizations established by the Association.
g) To be responsible to the law, Ministry of Home Affairs and State Tourism management Agency, the Execution Board and all the members for the operations of the Association.
2. Vice-Chairmen of the Association
A Vice-Chairman is the person executing detailed tasks assigned by the Chairman and the Executive Board. To manage the Executive Board if he is authorized by the Chairman. The number of vice-chairmen shall be decided by the Executive Board.

Article 19. General Secretary of the Association
1. To directly manage all operations of the Association Office, be responsible to the Chairman, the Executive Board and the law for all operation of the Association.
2. To establish regulation on operation of the Association Office, Regulation of finance and assets management of the Association to submit to the Exective Board for approval.
3. To periodically make report on operations of the Association and the Association Office to the Executive Board.
4. To prepare annual reports and termly report of the Executive Board.
5. To manage lists of, documents and records of the members and operation of Specialized Boards and related bodies.
6. To prepare meetings of the Executive Board, seminars and conferences organized by the Association and implement operations subject to resolutions and decision of the Executive Board
7. To execute works authorized by the Chairman.
8. Deputy General Secretary(s) recommended by the General Secretary to the Executive Board for approval and the Chairman for appointment shall assist the General Secretary.

Article 20. Association Office
1. The Association Office is organized and operated in accordance with Regulation submitted to the Executive Board by the General Secretary for approval.
2. Staffs are recruited and work under the definte contract.
3. The expenditure for operation of the Office shall be scheduled and submitted to the Executive Board by the General Secretary for approval.

Article 21. Local Hotel Society
1. The local Hotel Society is voluntary members of Vietnam Hotel Association.
2. The tasks of the local Hotel Society is to supervise and speed its members to execute the Charter and resolutions issued by Vietnam Hotel Association and resolutions of the local Hotel Society.

Article 22. Specialized societies
The Specialized societies are operated in an united structure of Vietnam Hotel Association as stipulated in Article 8 of this Charter. The socities operate in accordance with applicable laws and the Charter of Vietnam Hotel Association.