Introduction
Chief Corporate Counsel Club (“CCCC”) is a socio–professional organisation specialising in legal activities of corporates, which was established under the auspices of the Vietnam Association of Corporate Directors (“VACD”). CCCC operates with the mission: “Developing the in-house counsel human resources, committing to supporting and creating sustainable value for enterprises and the community.”
The current regulations on operation of members of CCCC (“Regulations”) provide for the fundamental principles of operation for CCCC members. The main purpose of the Regulations is to protect the core value of CCCC; as a foundation for members to comprehend their responsibilities and rights in CCCC and to contribute in creating the robust and cohesive organisation.
1.1. Individuals being Vietnamese and foreigners who had been or are currently working in corporate legal affairs, working in legal departments or divisions in enterprises, corporations at position of Legal Director, Head of Legal Department or Legal Specialist;
1.2. Lawyers practicing in law firms, law offices, legal experts, legal counsels in enterprises;
1.3. Individuals who are interested in and have their career development orientation in corporate legal affairs;
1.4. Experts, lecturers, researchers in the field of legal consulting for enterprises;
1.5. Entrepreneurs, leaders, directors who are currently working for domestic and overseas enterprises; and
1.6. Foreign individuals working in the field of corporate legal affairs at both domestic and overseas enterprises, organisations, independent consultants, etc.
Members of CCCC include: Official members and Honorary members
2.1 Official members: Vietnamese individuals or foreigners who are currently working in corporate legal affairs, practicing lawyers at law firms, law offices, experts, lecturers, researchers, jurists, or entrepreneurs, agreeing with the Regulations on organisation and operation of CCCC and these Regulations, and voluntarily joining CCCC can become an official member of CCCC.
Official members include:
a. An active member is a member who maintain his/her activities and pay annual fee. An active member must fulfill his/her obligations under these Regulations and shall be entitled to all the benefits of membership as stated hereof.
b. A suspended member is a member who does not continue to pay membership fee and temporarily stops participating in CCCC’s activities with a justifiable reason for a period not exceeding twelve (12) consecutive months from the date of non-payment of membership fee and being approved by the Executive Committee. During the period of temporarily suspension, such member will not be required to perform obligations and will not be entitled to member benefits.
2.2 Honorary members: Reputable leaders, entrepreneurs, jurists, lawyers, directors or heads of legal departments who are willing to collaborate and support for the development of CCCC can be invited by CCCC to become honorary members of CCCC.
Honorary members have the right to attend activities of CCCC, except for participating in candidacy, nomination, or election to the Executive Committee and voting on matters of CCCC. Honorary members are exempted from paying membership fee, however, when participating in activities that require financial contributions from members, honorary members must also contribute like official members.
3.1 Conditions for becoming an official member:
a. Have worked or is currently working in the field of corporate legal affairs, practicing lawyers at law firms, law offices, experts, lecturers, researchers, jurists, entrepreneurs;
b. To agree with the Organisational and operational regulations of CCCC and these Regulations;
c. To voluntarily join the CCCC;
d. To pay the membership fees in full according to CCCC regulations, except for members who are temporarily suspended.
3.2 Conditions for becoming an honorary member:
a. Being a reputable leader, entrepreneur, lawyer, jurist, director or head of the legal department;
b. Ready to collaborate and support for the development of CCCC;
c. Being invited by the Executive Committee to become an honorary member.
4.1. To participate in activities of CCCC, to be equiped with management experience, improved knowledge and professional skills in in-house legal affairs, enhancing management capacity through various forms: information and documents provision, participation in seminars, training courses, coaching sessions, field trips and surveys both domestically and internationally according to legal regulations, the Regulations on organisation and operation of CCCC and these Regulations;
4.2. To be entitled to discounts or exemptions from training fees and participation fees (including organisations and clients of the member) for events organised by CCCC; to be supported and facilitated conditions to improve qualifications, legal knowledge to perform tasks well and promote business development.
4.3. To participate in activities organised or co-organised by CCCC;
4.4. To receive information from CCCC related to the in-house legal affairs, issues regarding the development of the CCCC organisation, international cooperation, as well as other activities and events of the CCCC;
4.5. To discuss, vote, question and criticise all activities of CCCC; to have the right to request information related to the activities of the Executive Committee; to have the right to stand for candidacy, to be nominated and elected to the Executive Committee according to CCCC’s regulations;
4.6. To be granted a membership card of CCCC;
4.7. To have the right to leave CCCC upon deeming unable to continue being a member;
4.8. To introduce new members;
4.9. To be rewarded according to CCCC regulations;
4.10. A honorary member has the right to participate in CCCC activities but does not have the right to stand for candidacy, nominate, or elect to the Executive Committee and not vote on issues of CCCC.
5.1. To strictly implement all guidelines and policies of the Party, policies and laws of the State.
5.2. To strictly implement professional standards of the in-house counsel; to implement the information and reporting regime according to CCCC’s regulations.
5.3. To regularly participate in activities of CCCC, fulfill duties of a member to contribute for the development of CCCC; To update in time to the Executive Committee regarding his/her personal information when switching from an active member to a suspended member and vice versa.
5.4. To strictly complying with the Regulations on organisation and operation of CCCC, these Regulations, and the Resolutions of the Executive Committee; to disseminate and develop new members; to praise the spirit of solidarity and striving to build the sustainable development of CCCC.
5.5. To protect the reputation of CCCC, not to act on behalf of CCCC in personal transactions, unless otherwise being assigned in writing by the President.
5.6. To pay fees in full and on time according to CCCC’s regulations.
5.7. To take responsibility for the information that the member exchanges and provides on website or information forum of CCCC.
6.1. Membership groups by geographical area and business field:
a. Geographic area such as by region, province, city, etc. when there is a sufficient number of members and can maintain local CCCC operations according to the decision of the Executive Committee; and
b. Groups based on the business lines of the enterprise where members work, gathering members working in the same field of business lines to share, create and develop practices among members in such same fields according to the decision of the Executive Committee.
6.2. Groups may also be merged according to the needs of the members.
6.3. The division or merger of groups will depend on actual requirements and the decision of more than 50% of the members of the Executive Committee at that time.
7.1. Individuals specified in Article 1 of these Regulations and who meet the conditions specified in Article 3 of these Regulations wishing to join CCCC is required to register to become a member at website of CCCC: www:cccc.org.vn
7.2. Based on the prescribed standards and appraisal opinions of the application receiving department, the Executive Committee will review the application and send confirmation of successful membership registration to an official member via email.
7.3. The honorary member will be invited by the Executive Committee and officially become an honorary member after CCCC receives his/her confirmation by email.
7.4. A member who temporary suspend his/her operation from twelve (12) consecutive months or more wishes to rejoin the Club, shall be required follow the same application procedure as a new member.
7.5 A member who temporarily suspend operation for less than twelve (12) consecutive months wishes to resume operation shall be required to pay the membership fee and notify his/her intention to the Executive Committee.
8.1. Any member who voluntarily requests to leave CCCC will send a letter to the Executive Committee for consideration and decision. Based on the opinion of the Executive Committee, the President shall make a decision to remove such member from the list of CCCC’s members.
8.2. The Executive Committee has the right to consider expelling members from CCCC in the following cases:
a. A member loses his/her citizenship rights, dies or is declared dead, or declared missing;
b. A member violates the law, violates professional ethics or the Organisational and operational regulations, these Regulations and the regulations of CCCC;
c. A member does not pay membership fees according to CCCC regulations.
CCCC is organised and operates based on the principles:
9.1. Voluntary, financially self-managed;
9.2. Democracy and consensus in action; and
9.3. Solidarity, mutual support and equal cooperation.
10.1. To organise seminars on corporate legal affairs and internal corporate governance policies; legal regulations on a specific issue or field of coporate activities.
10.2. To coordinate with VACD and international organisations domestic and abroad to organise seminars, training courses on in-depth knowledge in the field of internal corporate governance from a legal perspective.
10.3. To organise research, consulting, cooperation, and training activities to raise funds for CCCC.
10.4. To suggest and contribute opinions on draft laws of the National Assembly, decrees of the Government, and circulars issued by Ministries and departments from time to time.
10.5 To carry out other activities according to the authority and power of CCCC.
11.1. For the first term, the Executive Committee will be elected by the Campaign Committee for Establishment of CCCC and approved and appointed by the President of VACD. From the second term onwards, the Executive Committee is officially elected by the members for a term of 03 (three) years. The President of VACD will issue a decision to recognise members of the Executive Committee, President and Vice Presidents of CCCC.
11.2. The Executive Committee shall manage all activities of CCCC, hold periodical meetings at least 02 (two) times a year or may hold extraordinary meetings when requested by more than 51% of the total number of Executive Committee members.
11.3. Duties and powers of the Excecutive Committee
a. To organise the implementation of the Resolution of the General Meeting of Members and the Organisational and operational regulations of the CCCC;
b. To prepare the content and program of the General Meeting of Members, and decide to summon the General Meeting of Members;
c. To develop Programs, working plans, annual revenue, expenditure and financial disclosure plans of CCCC;
d. To develop the Organisational and operational regulations of the CCCC and internal regulations and rules of CCCC in accordance with the provisions of the Charter of VACD;
e. To make decision on the organisational structure of CCCC;
f. To elect and nominate the positions of President and Vice Presidents; elect additional members of the Executive Committee. The number of additional members of the Executive Committee must not exceed (1/5) one-fifth of the number of members of the Executive Committee decided by the General Meeting of Members;
g. To appoint Executive Director of CCCC and secretary to assist the Executive Committee and Executive Director;
h. To report periodically on the organisational and operational status of CCCC to VACD;
i. To consider decisions to admit or remove CCCC membership status; and
j. To supervise the work of the President, Vice Presidents and Executive Directors.
12.1. The President is the representative of CCCC in working relationships with relevant entities, organisations and is responsible before the law for all activities of CCCC. The President is elected by the Executive Committee from among the Executive Committeemembers and recognised by VACD’s decision.
12.2. Duties and powers of the President
a. To carry out duties and powers according to the Organisational and operational regulations of the CCCC and these Regulations;
b. Be fully responsible to VACD and State management authorities for CCCC’s main areas of activity, and responsible before the Executive Committee for all activities of CCCC;
c. To direct and manage all activities of CCCC in accordance with the Organisational and operational regulations of the CCCC, thess Regulations, Resolutions of the General Meeting of Members and Resolutions, Decisions of the Executive Committee;
d. To chair, direct the preparation and summon meetings of the Executive Committee;
e. To sign documents of CCCC on behalf of the Executive Committee; and
f. When the President is absent, the direction and management of CCCC’s work is authorised to a Vice President.
12.3. The Vice Presidents are elected by the Executive Committee from among the Executive Committee members. Criteria for Vice President are prescribed by the Executive Committee.
The Vice Presidents will support the President in directing and managing the work of CCCC as assigned by the President; be responsible before the President and before the law for the scope of work assigned or authorised by the President. The Vice Presidents manage the work of CCCC in place of the President when the President is absent and have legal authorisation.
12.4. Members of the Executive Committee are the ones who support the President in carrying out work according to the Organisational and operational regulations of the CCCC, thess Regulations, perform tasks as assigned by the President, and are responsible for the areas assigned to them, before the President and the Executive Committee.
12.5. The Executive Director is authorised to act on behalf of the President and the Executive Committee in managing activities of CCCC and is responsible to the Executive Committee.
13.1. Revenues of CCCC include the following
a. CCCC joining fee, annual Members fee;
b. Donation from domestic and international individuals, organisation according to legal provisions;
c. Supportation of State which is associated with assigned tasks (if any);
d. Donation of VACD (if any);
e. Results of research, consulting, cooperation and training activities according to provisions of law;
f. Contributions of Member when participating in extracurricular activities. The contribution level shall be decided separately by the Executive Committee for each activity; and
g. Other revenues in accordance with legal provisions.
13.2. Expenses of CCCC include
a. Expenses for regular activities of CCCC;
b. Expenses for leasing of working office, purchasing the facilities and working equipment;
c. Expenses for implementing regimes and policies for those working at CCCC according to regulations of the Executive Committee in accordance with legal provisions and the Regulations on organisation and operation of the CCCC;
d. Expenses on contributing the VACD office according to regulations; and
e. Expenses on rewards and other expenses according to regulations of the Executive Committee.
13.3. Assets of CCCC
CCCC’s assets include headquarters, equipment, and vehicles serving CCCC’s operations. CCCC’s assets are formed from CCCC’s funding; donation from domestic and foreign organisations, individuals according to legal provisions; supportation of the State (if any).
14.1. Reward
a. Organisations, units under CCCC and members with outstanding achievements and contributions to the development of CCCC will be considered and rewarded by the Executive Committee or recommended by CCCC to VACD or other competent State authorities and organisations have the authority to reward according to the provisions of law.
b. The Executive Committee will stipulate in detail the reward form, authority, and procedures within CCCC according to the provisions of law and the Organisational and operational regulations of the CCCC and thess Regulations.
14.2. Discipline
a. Any organisation or unit under the CCCC or any member that: (i) violates the law; (ii) violates the Regulations on organisation and operation of the CCCC, these Regulations, and Resolution of the General Meeting of Members; (iii) harms the reputation, honor, property, and finances of the CCCC; (iv) fails to fulfill member obligations; or (v) fails to pay CCCC fees for one (01) year or more without a legitimate reason, then subject to the seriousness of the violation, may be criticised, or no longer be recognised as a member of CCCC.
b. The Executive Committee specifies the form, authority, procedures within CCCC in accordance with legal provisions and the Regulations on organisation and operation of the CCCC and these Regulations.
15.1. These Regulations comes into effective from the date of singing. Any amendment, supplement to these Regulations must be approved by the Executive Committee and shall be issued under the Regulations on organisation and operation of the CCCC.
15.2. All Members must comply with thess Regulations. The Executive Committee shall be responsible for disseminating, guiding and implementing these Regulations.
15.3. In case of any discrepancy between thess Regulations and the Regulations on organisation and operation of CCCC, the later shall prevail. However, in case there is any inconsistency between theses Regulations and the current laws and regulations of Vietnam, such laws and regulations shall prevail, and thess Regulations will be amended and supplemented accordingly to comply with such regulations.
CCCC Vietnam is pleased to welcome the enthusiastic and large participation and cooperation of your Businesses and Ladies/Gentlemens to increase the quality and scale of operations, and at the same time, bring practical benefits to the Management community. Vietnamese Law.
Many useful activities are waiting for you.
