Lao People Democratic Republic

Peace Independence Democracy Unity Prosperity

ARTICLES OF ASSOCIATION

LAO NATIONAL CHAMBER OF COMMERCE AND INDUSTRY

The purpose is to improve the position, role and responsibility of the Lao National Chamber of Commerce and Industry, to adapt to the new era actual Socio-economic situation of the Region in general and particularly in Lao PDR., in the aim of promoting the cooperation between Lao PDR and Foreign Countries in the field of Commerce and Investment.

• Based on the Decree of the Ministers Council No.0598/PMO, dated 05/05/89 on the establishment of the Lao National Chamber of Commerce and Industry.
• Based on the Decree of the Prime Minister, No.175/PM, dated 20/8/98, on the Responsibility of the Lao National Chamber of Commerce and Industry and the relation with state organizations.

CHAPTER I
GENERAL PROVISIONS

Article 01:
The Lao National Chamber of Commerce and Industry is a liberal social organization uniting business person, group and association operating business enterprise within Lao PDR; established in the aim of promoting the development of Commerce, Industry, Economy, Handicraft, Finance and Service, under the jurisdiction of the Prime Minister Office.

• Mobilize, establish/unite, educate/monitor in order to ease state/private and private including group and association in the trade, industrial/handicraft/forestry, financial, transport, tourist, service and other sector to operate their business freely in conformity with the regulations and laws of the Lao PDR.
• Be the representative of the labor force nation wide to formulate comments and proposals to the Government and to the various International Meeting.
• Cooperate with governmental organization to obtain Generalized System of Preference GSP from various countries and act as responsible authority for Certificate of Origin and Form A of Lao Products by cooperating with International Bodies.

Article 02:
The Head Office is located in Vientiane the capital of Lao PDR, with Branches and Representative in the Province and abroad.

Name:

• Full name Lao National Chamber of Commerce and Industry
• Abbreviation LNCCI
• Branch or Representative name in Province should be added with regional name such as: Chamber of Commerce and Industry .. Province Branch.

Article 03:
The logo of the Lao National Chamber of Commerce and Industry is composed of a circle consisting of:

• The golden That Luang in the middle, means the central organization situated in the capital Vientiane,
• On the top there are letters: and at the bottom the letters LNCCI,
• Both sides of the That Luang there are paddys ear and forest, means the rich potential of agro-forestry and tourist business,
• Under the That Luang there is a gear, means the industry/commerce.

All are in the circle, means under the central administrative system of the Party and State.

Article 04:

The Head Office of the Lao National Chamber of Commerce and Industry is located........... No........ Unit........ Quarter.................... Village................ District.........................
Vientiane Prefecture, PO Box 4596, Tel: Fax:.

CHAPTER II
RIGHTS, DUTIES, OBLIGATIONS

Article 05: Rights and duties of LNCCI:

• Rights:
1. Bring decision over issues pertaining to their responsibilities,
2. Issue and monitor the Certificate of Origin and Form A of the products,
3. Operate economical activities inside and outside the country,
4. Nominate the representative of LNCCI in Lao PDR and abroad,
5. Establish relation with state organization, Non-Governmental Organization, International Organization, various embassies in Lao PDR,
6. Operate activities to generate funds for the LNCCI coffer,
7. Mobilize, establish and supervise business group and association nation wide.
8. Seek funds inside and outside the country in order to improve the LNCCI organization,
9. Be member of International Organization in the field of trade, industry and handicraft etc.

• Duties:
1. Supervise members to do business in the exemplary and loyal manner toward the nation, society and among members,
2. Protect the reasonable and fair interest of the state and private especially of the member and businessman, business group and association,
3. Establish a wide relation with concerned body, inside and outside the country, in terms of productive and commercial business including international activities.
4. Facilitate and provide advise and comment to the member, business group and other association.
5. Gather documents, statistics and data concerning the domestic and foreign trade in order to ensure requirement of operations.
6. Organize and attend seminars within Lao P.D.R. and abroad, to exchange new experiences and new inventions, participate to the meeting according to the invitation by relevant state bodies to study the policies and admit wide range of critic between state and trade business man.
7. Coordinate relation between business enterprise and concerned governmental authorities, between businessman and business entities together and between Lao and foreign businessmen, between LNCCI and business group and association.
8. Represent the business association and group to negotiate with foreign countries in terms of trade, industry, handicraft and service sector development.
9. Establish or participate to set up the vocational school regarding the economic-trade, finance, accounting, marketing etcrelated to the commercial business operation, in the aim of training staffs for state and private sector demand.
10. Organize or participate to the exhibition trade fair within the country and abroad.
11. Seek funds and source of funds, market and new technical knowledge to assure members, businessman and business enterprise demand.
12. Undertake research about market, product standard, packaging, quantity, quality and price of the merchandise and issue the certificate of origin of the product.
13. Arbitrate business dispute between domestic members, and enterprises, and between local and foreign business.
14. Perform others activities as stipulated by laws or according to the special mandate assigned by the government.

CHAPTER III
MEMBER AND MEMBERSHIP

Article 06: Registered business person and representative of legal entity, from District level, under the Business Law of Lao P.D.R nationwide, are qualified to become member of the Chamber of Commerce and Industry in conformity with the provisions stipulated by the Article 08 of the present Articles of Association.

Article 07: There are 4 categories of member:

7.1 Ordinary member consists of individual or legal entity with Lao nationality and authorized to operate business under the Business Law of Lao P.D.R.
7.2 Extra-ordinary member consists of individual or legal entity with foreign nationality, authorized to operate business in Lao P.D.R. similar to the ordinary member.
7.3 Contributor member consists of individual or legal entity without discrimination of nationality, operating business under the Laws of Lao P.D.R. and contributes to support LNCCI, in any donation form, on a voluntary basis.
7.4 Honorary member consist of individual or legal entity without discrimination of nationality, qualified and experienced or specialized in any field, supporting LNCCI, be invited with honor by the Board of Management.

Article 08: Criteria and qualification for the individual businessman member:

8.1 Age of adult maturity,
8.2 Socially good conduct,
8.3 No contagious disease,
8.4 Stable socio-economic assets,
8.5 Comply with the LNCCI objective including the plan of action and Articles of Association.

Article 09: The candidate shall submit application to the LNCCI secretary by using the ready form, with the support of 2 ordinary members.

Article 10: The applicant shall be informed of the official result from the secretary, within 7 days, after LNCCI Board of Management meeting examines the application.

Within 7 days, in case of acceptance, the future member shall pay registration and annual fees (mind fee) in conformity with the Articles of Association and membership status shall take effect from this payment date.

Article 11: The legal entity member can empower another person as his sole representative if in the company this person can also act on his behalf, but in any case the representative cannot empower some body else.

The representative nomination is not valid for the member and advisor of the Board of Management and nor for the vote and candidate of an election.

Article 12: Termination of membership take place in the following cases :

• Death or dissolution of legal entity,
• Disqualified due to non compliance with criteria as specified in the Article 08,
• Reasonable resignation agreed by the Board of Management in line with the regulations,
• Be convicted of his own enterprise bankruptcy,
• Disqualified by relevant authority,
• Charged with jail term due to offence,
• Dismissed by the vote of of the Board of Management, due to the damage to LNCCI reputation caused directly or indirectly by his misconduct of committing offence towards his own duty, role and position, violating the rule on purpose, non- payment of registration and annual fees after has been giving the latest reminder notice.

CHAPTER IV
RIGHTS & DUTIES OF THE MEMBER

Article 13: Rights:

• Be assisted and relieved in terms of issues stipulated by the LNCCI objective,
• Present proposal and comment regarding issues related to LNCCI objective,
• Inspect activities and assets of LNCCI by seeking information, asking or writing request,
• Participate to the meeting according to the invitation in order to discuss and debate issue concerning LNCCI work,
• Be awarded of membership medal,
• Ordinary member has the right to vote, to elect, to be candidate of the election at the general assembly.

Article 14: Duties:

• Implement regulations, resolution and order of the Board of Management and perform the specific task assigned by the authority,
• Take care of LNCCI reputation, interest and confidence in order to avoid damage,
• Support and promote LNCCI activities to accomplish target as planned,
• Maintain the solidarity and unity among members in conformity with rules, policies, laws and plan of the State, mutual assistance and exemplary conduct in all aspect,
• Pay annual fee according to the regulations,

Incase of change of name, nationality, business line, office address and legal entity representative; the LNCCI secretary shall be first informed, by a written letter, not later than 15 days.

CHAPTER V
REGISTRATION AND FEE

Article 15: All member (except honorable member) shall pay registration and annual fee according to the rules; the amount of these fees is fixed by the annual meeting.

Article 16: The payment of special fund or maintenance fee shall apply in case of the Assembly resolution with a more than half vote cast by the total members; this is to provide a specific fund for a project included in the objective which is responsible by LNCCI .

CHAPTER VI
LNCCI MANAGEMENT

Article 17: LNCCI leading bodies:

• General Assembly,
• Board of Management,
• Permanent Board,
• Board of inspection

CHAPTER VII
GENERAL ASSEMBLY

Article 18: The General Assembly forms the supreme body of LNCCI, consists of all members or representatives. There are two kind of assembly: ordinary and extra-ordinary.

Article 19: The ordinary Assembly takes place every 3 years and has the following task:

• Approve activity report of the previous term,
• Approve plan of action of the next term,
• Allocate budget,
• Elect the auditor,
• Elect the new Board of Management.
• Elect the advisors.

Article 20: The extra-ordinary General Assembly is another general assembly out of the ordinary General Assembly,

Article 21: The extra-ordinary General Assembly brings decision over all issues which are not considered during the ordinary General Assembly.

The extra-ordinary General Assembly takes place under the following conditions:

• Any event occurred, at the LNCCI Board of Management discretion, that this should require the extra-ordinary General Assembly decision,
• The written request of 2/3 of the total members submitted to the LNCCI secretary, this request should clearly mention the reasons and topics,
• The extra-ordinary General Assembly shall take place within 15 days after receiving request from members.

Article 22: 30 days before the General Assembly, LNCCI Board of Management shall notice and send a registered letter informing all members concerning the date, location and agenda of the Assembly.

The letter of invitation should be attached with a copy of the previous term report, copy of budget and audited account.

Article 23: The majority (more than half) of total ordinary members represents the quorum of the General Assembly.

Article 24: If the number is less than the quorum requirement , the Board of Management shall postpone 15 days, the second invitation shall convene in the same manner as the first one.

Whatever the number of the members present to the assembly, the quorum of the second time is considered sufficient and the meeting should take place as planned .

Article 25: The chairman of the General Assembly is the President of the Board of Management himself, in case he is absent or incapacity to attend the First Vice President of the Board of Management shall replace. If no any Board of Management Member attend then the Assembly shall elect a chairman from the ordinary members to chair the Assembly.

Article 26: In the General Assembly only the ordinary member has the right to cast only one vote, normally the vote takes place in public by hand rising, under the Board of Management discretion or if not less than half of the quorum requests for secrecy then the vote by ballot system shall apply.

Article 27: Report of all assembly should be prepared including the one of Board of Management meeting, the sub-committee meeting etc.

These reports shall be submitted to the next General Assembly.

Article 28: At all General Assembly the secretary unit shall be assigned to prepare detail report of the meeting.

CHAPTER VIII
BOARD OF MANAGEMENT

Article 29: LNCCI has their Board of Management and permanent office for the day-to-day activities.

• The Board of Management is the decision making authority concerning all issue, during the period in between the two LNCCI General Assembly, except of some rights which lie in specific right of the General Assembly
• The Board of Management of LNCCI is elected with maximum vote as required and approved by the General Assembly.

Article 30: The LNCCI Board of Management consist of at least 5 persons and maximum not more than 11 persons plus 1 to 5 advisors.

Article 31: The LNCCI Board of Management is composed of:

1. President 1 person
2. Vice President 1 to 3 persons
3. Cashier 1 person
4. A number of committees

Article 32: The LNCCI Board of Management term is 3 years. The terminating member is eligible for others three consecutive terms.

Article 33: Board of Management members after being elected by the General Assembly shall introduce himself with position and role to the Prime Minister Office to obtain a decree of approval.

Article 34: The Board of Management has the power and task as follows:

1. Operate activities and manage assets in conformity with the LNCCI Articles of Association and General Assembly resolution
2. Elect the president, vice president and cashier of LNCCI. Nominate and dismiss the LNCCI secretary
3. Nominate various committees for different position within LNCCI
4. Nominate any sub-committee for a specific task
5. Establish rules in order to assure the objective
6. Study and perform required activities for the implementation of Assembly resolution
7. Consider and approve annual project and budget, various fees, registration fee from new member and annual fee from member
8. Approve the organization chart of the administrative office
9. Follow up closely the permanent Board activities and operations of different LNCCI bodies
10. Approve the new member application and terminate membership if any
11. Prepare term report to the General Assembly and convene the ordinary and extra-ordinary General Assembly
12. Invite organizations, LNCCI honorable members
13. Consider opinion and proposal from member and prepare information data, recommendation to be submitted to different authority
14. Implement the task mandated by the Government

Article 35: The Board of Management can establish a technical section within LNCCI and can invite the outside organization, individual to contribute to the aforesaid technical task.

Article 36: Individual member of the Board of Management assume responsibility over the work according to the distribution by the Board; work could be group of task or any specific task force, which required contribution from other inside member or outside person if appropriate.

Article 37: Termination of term for the Board of Management member is as following:

• Off term as specified by the above Article 32
• Approved resignation
• Termination of legal entity representative or death
• Loose membership criteria and quality
• Convicted due to crime
• Board of Management meeting decision to dismiss with high authority approval
  

Article 38: Any vacant position within the Board of Management, in between the two General Assembly, the Board shall present proposal an ordinary member to replace for the remaining term period. Prior validity, any case of change of individual or number of members of the Board should be authorized by the higher authority in line with the rules.

CHAPTER IX
PERMANENT BOARD

Article 39: The Permanent Board consist of President of the Board of Management, first Vice President (if there are many Vice Presidents) and the secretary or the permanent Board can be of 4-5 persons if appropriate. The permanent Board reports to the Board of Management all day-to-day activities and only the member of the permanent Board has the right to sign and seal the official documents except in case of assignment a person to sign on behalf.

• The President of the Board of Management assume responsibility over the supervision-monitoring and decision regarding fundamental issues in line with the LNCCI role, Lao P.D.R policies and laws. The President chairs all Board of Management meeting of all level.
• The first Vice President of the Board of Management share the responsibility with the President and when the president is absent due to other duty he will replace.
• The secretary is a permanent staff selected from outside, free of business position, qualified and skill, nominated by the Board of Management with reasonable salary and advantage. The secretary manages the administrative office of LNCCI in all aspect, assisted and supervised by the President and Vice President.

Article 40: Permanent Board duties:

40.1 Implement activities approved by the General Assembly and the Board of Management
40.2 Establish, ease and administer various section and organizations in the aim of assuring the regular activities.
40.3 Prepare topic for various Board of Management meeting
40.4 Present proposal concerning finance, organization and individual ordinary membership for approval by the Board of Management meeting.

CHAPTER X
PERMANENT OFFICE

Article 41: The LNCCI Office is the chief of staff and operations for the Board of Management, composed of many different technical sections such as: archive, statistic and trade news, typing printing and distribution of financial and accounting documents, library, asset management, reception, dispute arbitration, study, planning, inspection etc. Depending of the increase of operation and the capacity, the LNCCI office should elaborate its own plan of operation enable to perform duties under the regular supervision and monitoring of the LNCCI secretary.

Article 42: By cooperating with different section chief, the secretary has the right to prepare proposal regarding the office organization and staff appointment, to the Board of Management meeting for approval, in line with the rules.

CHAPTER XI
BOARD OF INSPECTION

Article 43: The Board of Inspection composed of 3 persons elected by the General Assembly from the LNCCI ordinary and extra ordinary members, with a term period of 3 years.

The Board elect its chairman, has the duty to inspect LNCCI activity in terms of implementation of rules, resolution and order adopted by the LNCCI General Assembly and other meeting and report to the General Assembly. If necessary the Board of Inspection can formulate a written proposal to the Board of Management for resolving the problem.

• The Board of Inspection is invited to participate to the LNCCI Board of Management meeting, in case of concerned work.
  

CHAPTER XII
ADVISORS

Article 44: LNCCI has maximum 5 advisors composing of senior experienced persons in the field of economy, trade, capable of providing advise to the LNCCI.

Article 45: Advisor has the right and duty to participate to the Board of Management meeting in order to give advise regarding issue raised by the meeting, but has no right to vote. During normal time (outside the meeting period) advisors can assist the President, Vice President and Secretary concerning various issue which requires appropriate discussion.

Article 46: Advisors is a very important component of the LNCCI management organization and is approved by a Prime Minister Office decree, in the same time as the Board of Management, therefore quality, criteria and interest will be observed equally both as well for the advisors and the Board of Management members. Once off term, the advisor is still eligible to the next term if he is again qualified according to criteria.

CHAPTER XIII
OTHER MEETING

Article 47: Between the two LNCCI General Assembly there are several monthly, quarterly and annual ordinary and extra-ordinary meeting as following:

47.1 Monthly Board of Management meeting with participant such as: advisors, secretary, chief of office and if necessary invited concerned members, branch head, president of association and business group in the aim of evaluate and assess the accomplished previous month operation and prepare the plan of operation for the coming month, but the meeting resolution belong to the majority of vote by the participating Board of Management members.
47.2 Board of Management quarterly ordinary meeting takes place after achieving a quarterly plan, with a large participation of members or representatives within LNCCI in the aim of evaluate and assess the accomplished previous quarter plan execution and approve the plan of action for the next quarter, by inserting large comment from members, but the right for the meeting resolution belong to the majority of vote by the participating Board of Management members.
47.3 Annual ordinary Board of Management meeting is a wide participation of members or representatives of all level and held after completion of the fiscal year, in the aim of evaluate and assess the accomplished plan execution in all aspects of the previous year. The meeting resolution is adopted by the majority vote of the participating ordinary members.
47.4 The monthly, quarterly and annual extra-ordinary meeting can take place in case the majority of the Board of Management judges necessary. Objective, target and right of vote are identical as the ordinary meeting, if the objective of the meeting is to solve another unforeseen problem then the Board of Management shall organize a special extra-ordinary meeting with of course a special and specific right of vote set up for the resolution.
47.1 The preparative committee of the monthly, quarterly and annual meeting shall inform participant about topics, agenda, date and location in advance as following:

• Within 7 days for the monthly ordinary meeting and more than 7 days for the extra-ordinary meeting.
• Within 15 days for the quarterly ordinary meeting and more than 15 days for the extra-ordinary meeting.
  

CHAPTER XIV
FINANCE AND ACCOUNTING

Article 48: The LNCCI has its own budget and operates in the financially autonomous basis.

Article 49: The LNCCI budget has income from various sources:

1. Member registration and annual fee,
2. Certificate of Origin fee,
3. Sale of trade newspaper and information,
4. Advise fee to member and guest in the field of trade, industry, agriculture etc.
5. Seminar and training,
6. Trade fair exhibition within the country and abroad,
7. Grant, contribution or present from the government, various organization and foreign body.
8. LNCCI has the right to do any business authorized by the government.
9. Business license registration fee.
10. Contribution from association and group within LNCCI.
11. Dispute arbitration fee
    

Article 50: Expenditures:

1. Administrative operation
2. Official travel inside and outside the country of the Board of Management.
3. Guest reception.
4. Annual meeting and general Assembly.
5. Membership registration and annual fee to any organization to which the LNCCI belongs.
6. Trade fair or exhibition inside and outside the country such as: rental charge, travel, accommodation of the committee or staffs in charge .
7. Obligation to the national budget in case the government authorize to operate any business.
8. Advertising
9. Lawyers fee for economic arbitration and GSP right.
10. Personnel training and technical equipment.
11. Any specific operation agreed by the Board of Management or according to the governmental authority assignment.
    

Article 51: Report on annual expenditures and the next fiscal year budget should be sent to the inspector, by the Board of Management, 30 days prior the annual meeting.

Article 52: December 31st is the closing date of the LNCCI fiscal year.

Article 53: The auditor elected by the General Assembly has the power to inspect and control the LNCCI account and all financial documents and has the right to ask committee and other involved staff. The Board of Management and staffs should fully cooperate by providing facility to the inspection process.

Article 54: The LNCCI accounting, financial documents should be kept in LNCCI office, under the care and responsibility of the cashier.

Article 55: The LNCCI has its bank account in Lao P.D.R. in the name of LNCCI, beside for the daily expenses the committee shall allocate the cash impress fund, which should be limited to an appropriate amount depending of the period.

The deposit of money to the bank account requires only the signature of the chief accountant, but for the withdrawal the President or one signature of his empowered permanent board member with the cashier signature is necessary.

Article 56: The secretary has the right to order the payment up to 100,000 Kip for a bill.

The permanent board member has the right to order the payment not more than 300,000 Kip for a bill.

• The LNCCI President has the right to order the payment not more than 500,000 Kip for a bill.
• Any bill more than 500,000 Kip belong to the right of the LNCCI Board of Management.

CHAPTER XV
LNCCI BRANCH AND REPRESENTATIVE GENERAL PROVISIONS

Article 57: The LNCCI shall extend the operation to the regional grass root productive base, nation wide, therefore LNCCI should establish the branch or representative operating on its behalf permanently in the province with the approval of the regional administrative authority.

Article 58: By cooperating with the provincial authority, the LNCCI regional representative has the duty to monitor and implement the General Assembly and Board of Management periodic, resolution within such province.

Article 59: The LNCCI regional representative operates under the direct supervision of the LNCCI according to the articles of association.

Article 60: The LNCCI representative has the right to be remunerated by the LNCCI and has the office situated in the related province, provided by the provincial administrative authority.

Article 61: The LNCCI regional office is the basic unit of LNCCI, established for the purpose of managing LNCCI task in the regional economic area consisting of many or one province depending of the motive; acts as bridge between administrative authority and the LNCCI regional members.

Article 62: By belonging to the same organizational structure, the LNCCI regional representative should operate in conformity with the unique same Articles of Association as the LNCCI, but project and plan of operation of each regional representative shall depend of the real circumstance, by combining strongly the administrative regional policy and the LNCCI plan of operation. Report to the LNCCI should be prepared according to the rules.

Article 63: Every end of month, the LNCCI regional representative should prepare activity report to the LNCCI Board of Management and shall be invited to participate to all annual and general meeting and has the full right to present comment.

Article 64: According to the rule set for by the LNCCI, the LNCCI regional representative has the duty to deposit regularly money received from the registration and annual fees to the central LNCCI.

Article 65: The LNCCI regional representative has the right to bring decision only over issue concerning directly the work of his own region, for the issue of great interest nation wide or involved foreign country, the proposal should reach the LNCCI Board of Management for consideration and decision.

CHAPTER XVI
DISPUTE

Article 66: Any dispute arising from the implementation of the present Articles of Association shall be settled by the General Assembly, by the proposal of the President, the majority of vote cast by the members to the meeting adopts the resolution to the dispute.

CHAPTER XVII
AMENDMENT-DISSOLUTION-LIQUIDATION

Article 67: Modification, amendment, withdrawal or addition to the Articles of Association can be done but required the resolution of the General Assembly by the 2/3 of vote cast by the participating members.

Article 68: The LNCCI dissolution can take place in the following case:

• The General Assembly resolution by of vote cast by participating members.
• Bankruptcy.
• Prime Ministers order to dissolve with a reason.

Article 69: Upon decision of dissolution the General Assembly shall nominate a liquidation board to assume the liquidation task, after debt settlement, the remaining assets should be handed over to the state or to one or many public body according to the General Assembly resolution.

Approved by the General Assembly, term III, on 24 December 2001.

 

Vientiane,.

President of General Assembly