Charter: Article III

ARTICLE III

MEMBERSHIP

Section A: Types of Membership

With respect to each Chapter, the following types of membership are available:

1. Company Membership

Company membership is a form of membership available to corporations, partnerships, sole proprietorships or other legal entities formed, founded, or incorporated in the United States; or if formed founded, or incorporated outside of the United States, having substantial investment or operational interest held by United States legal entities or citizens in the determination of the Board of Governors. A Company Member must be legally established in Vietnam or have sufficient capital investment or operating interest in Vietnam, as determined by the Board of Governors. Each Company member shall nominate two (2) persons of good standing residing in Vietnam to be Company Representatives in the Chamber. Notices from the Chamber to a Company Member shall be directed to the Company Representatives.

2. Additional Membership

Additional membership is a form of membership available to individuals who are employed by a company holding a Company Membership, other than the Company Member’s two Company Representatives.

3. Individual Membership

Individual Membership is a form of membership available to any United States citizen who resides in Vietnam who is engaged in business or a profession in Vietnam, but who cannot qualify for Company Membership or Additional Membership, provided he or she is twenty-one (21) years of age or over; the citizenship requirement with respect to an applicant for Individual Membership may be waived by the Board of Governors in its discretion.

4. Non-Resident Membership

A form of membership available to any party who would otherwise qualify for Company Membership or Individual Membership but for the fact that he, she or it is not resident in Vietnam.

5. Associate Company

Associate Companies shall be corporations, partnerships, sole proprietorships, or other legal entities, not otherwise qualified for membership, whose business relationships with the United States or with United States companies are such that their membership in AmCham will, in the opinion of the Board of Governors, contribute towards achievement of the objectives of AmCham. An Associate Company must be legally established in Vietnam or have sufficient capital investment or operating interest in Vietnam, as determined by the Board of Governors.

6. Non-governmental Organizations

A form of membership available to non-governmental organizations legally operating in Vietnam.

7. Honorary Membership

Honorary Members may include such members of the American community as the relevant Chapter Board of Governors deem appropriate. The United States Ambassador to Vietnam, Consuls General of United States Consulates in Vietnam, and the United States Foreign Commercial Officers in each American diplomatic facility in Vietnam, and others invited by the Board of Governors, may during their respective tours of duty in Vietnam be invited to act as Honorary Members of the Chamber.

Section B: Determination of Membership

1. The acceptability of any applicant to membership, or for renewal or change in classification of membership in the Chamber shall be determined by the Board of Governors.

2. Application for membership shall contain relevant information including, but not limited to, the name, address, passport number, business activity and business license number (or equivalent) of the candidate and shall be submitted to the relevant Chapter Board of Governors.

Section C: Voting Rights

1. Company Membership

Each Company Representative may exercise one vote at any meeting of the Chamber.

2. Individual Membership

Each member holding an Individual Membership may exercise one vote at any meeting of the Chamber.

3. Additional Members

Each member holding an Additional Membership shall be entitled to exercise one vote at any meeting of the Chamber.

4. U.S. Citizen Non-voting Company Representative

Each U.S. Citizen who is a Company Representative of a Non-voting Company Member shall be entitled to exercise one vote at any meeting of the Chamber in his or her capacity as a U.S. citizen.

5. Non-voting Members

The following categories of memberships and types of members shall not have voting rights:

*Non-resident Members

*Non-voting Members (Company and Individual)

*Non-governmental Organizations that are not established or formed in the United States

*Honorary Members

6. Proxy

Any Company Representative, Additional Member, Individual Member with voting rights may authorize any other voting member to vote on its behalf at any meeting of the Chamber. Notice of such proxy authorization in writing must be received by the Secretary at or in advance of the meeting at which such proxy is to be voted.

Section D: Privilege to Hold Office

Any Company Representative, Additional Member, Individual Member, or Associate Company Representative with voting rights resident in Vietnam may hold office in the Chamber, provided that no less than two/thirds of the Chapter’s Board of Governors shall be Company Representatives.

Section E: Membership Dues

Membership dues shall be levied as provided in the relevant By-Laws and shall be used to cover the administrative and other costs of each Chapter and the Chamber. Part of each Chapter’s membership dues collected shall be used to cover the costs of the Chamber, such costs to be borne on a pro-rata basis in accordance with the number of members of all categories in each Chapter or otherwise as the Board of Governors may determine. At the discretion of the Board, Honorary Members may be exempt from payment of membership dues.

Section F: Resignation and Revocation of Membership

1. In order to resign a membership, the member resigning must give written notice to the Chapter Secretary.

2. Each Chapter Board of Governors may revoke any membership for which membership dues are not paid when owed.

3. Each Chapter Board of Governors shall record the resignation or revocation of any membership in the record of the Chapter.

ESTABLISHMENT OF CHAPTERS

The initial Chapters of the Chamber shall be established in Hanoi and Ho Chi Minh City. Additional Chapters may be established in other cities in Vietnam on the motion of ten (10) or more entities that would qualify for Company Membership in such city wishing to establish a Chapter there.