Internal Regulation

1. Objective

This regulation defines the rules, procedures, and guidelines for the internal operations of the Brazil Vietnam Chamber, ensuring transparency, governance, and operational efficiency.

2. Organizational Structure

In accordance with the Bylaws, the Chamber's governing bodies are:

  • General Assembly

  • Board of Directors

2.1 General Assembly

The General Assembly is the Chamber's sovereign body, vested with the power to deliberate on all institutional matters.

Convening the Ordinary General Assembly

  • The notice must be issued by the Chamber's President.

  • The notice must be sent by email, circulars, or other appropriate means, and also made available on the website.

  • The minimum notice period is three weeks in advance.

  • The notice must include: date, time, venue (physical or virtual), and agenda.

  • The Ordinary General Assembly shall take place by March 31st of each year, for approval of accounts and, when necessary, election of new Board members.

Convening the Extraordinary General Assembly

  • May be convened by the President, the Board of Directors, or by at least one-fifth of the members.

  • The convening must follow the same formal requirements as the Ordinary General Assembly: notice by email, announcement on the website, and a minimum three-week advance notice.

  • The notice must clearly specify the extraordinary reason that prompted it.

  • The Extraordinary General Assembly may only deliberate on the matters listed in the agenda.

Operation and Quorum

  • First call: minimum of one-third of the members.

  • Second call: thirty minutes after the first, valid with any number of members present.

  • Deliberations are taken by simple majority, except for statutory amendments which require approval by two-thirds of those present.

  • The Chamber's President chairs the Assembly, appointing a secretary to record the minutes.

Electronic Participation and Voting

The General Assembly may be held in person, virtually, or in a hybrid format. Participation and voting may occur through electronic or digital means that ensure member identification, ballot security, and recording of deliberations, producing the same legal effects as in-person meetings.

2.2 Board of Directors

The Board of Directors is composed of a minimum of 2 and a maximum of 30 Directors, as established by the Bylaws. Their term is 3 years, with the possibility of re-election. Elections at the General Assembly are held annually only to fill vacancies arising from the expiration of terms or resignations.

Powers of the Board of Directors

  • Support the Presidency in achieving the Chamber's strategic and institutional objectives.

  • Prepare and implement the annual activity plan.

  • Propose amendments to the Bylaws or Internal Regulations.

  • Supervise and oversee the execution of administrative, financial, and operational activities.

  • Review the annual report, balance sheet, revenue and expense accounts, and inventory prior to the Ordinary General Assembly.

  • Issue a formal opinion on the financial and administrative documents presented by the President.

  • Approve or reject the admission of contributing members.

  • Decide on the exclusion of members, in accordance with the statutory criteria.

Operation of the Board of Directors

  • Meetings shall be held ordinarily at least once a month, with extraordinary meetings convened as needed by the Presidency or by at least 3 Directors. In the absence of quorum, a second call may be issued thirty minutes later, valid with any number of members present. Deliberations shall be taken by simple majority of those present, with the President holding the casting vote, as provided by the Bylaws.

  • The agenda is organized by the Presidency and shared in advance when necessary.

  • Ordinary meetings do not require formal notice as they are pre-scheduled.

  • All Board meetings may be held via video conference and must have formal minutes recorded, containing decisions, votes, and action items.

  • Minutes must be stored digitally and numbered sequentially.

  • Minutes and institutional documents may be signed physically or by electronic signature, with equivalent legal validity.

Absences and Leave

  • A Director may be removed if they are unjustifiably absent from 3 convened meetings.

  • The Board may deliberate the removal of a Director who incurs such abandonment, following the cases provided for in the Bylaws.

  • A Director who is unable to perform their duties for more than 60 days must request a leave of absence.

  • The Presidency may appoint an interim substitute pending a formal decision.

2.3 Presidency

The Presidency is composed of the Chamber's President, Vice-Presidents, and the Treasurer, all elected by the Board of Directors.

Functions of the Presidency

  • Establish general operational and management guidelines for the Chamber, in accordance with the Bylaws and decisions of the General Assembly.

  • Convene and chair General Assemblies and Board meetings.

  • Represent the Chamber institutionally, judicially, and extrajudicially.

  • Approve the creation, organization, and dissolution of Committees, as well as appoint their Directors.

  • Ensure compliance with statutory and regulatory rules.

  • Submit financial and administrative documents to the Board for its opinion.

  • The Chamber's President shall hold the casting vote in deliberations, as provided by the Bylaws.

Legal Representation

  • Legal representation of the Chamber is vested in the President.

  • In the absence of the President, one of the Vice-Presidents automatically acts as substitute.

  • In the event of resignation due to force majeure, the President may designate their successor from among the Vice-Presidents.

Signing Authority and Administrative Acts

  • Acts that create obligations for the Chamber must be signed jointly by the President and 1 Vice-President, or by 2 Vice-Presidents and the Treasurer.

  • Financial acts must be signed by the President and the Treasurer.

  • Powers of attorney may be granted provided they are signed by the President or a Vice-President together with the Treasurer.

3. Members

In accordance with the Bylaws, the membership is composed of:

  • Founding Members

  • Full Members

  • Honorary Members

  • Contributing Members

3.1 Members' Rights

  • Participate in and vote at General Assemblies, in accordance with their membership category.

  • Vote and stand for election to voluntary positions (according to membership category).

  • Participate in Committees.

  • Receive information and publications and participate in the Chamber's activities.

  • Benefit from activities carried out by the Chamber.

  • Request access to the Bylaws, Internal Regulations, minutes, balance sheets, and inventories.

3.2 Members' Duties

  • Comply with the Bylaws, the Regulations, and applicable legislation.

  • Contribute to the Chamber's objectives.

  • Pay contributions, where applicable.

  • Fulfill positions to which they have been elected.

  • Maintain confidentiality regarding internal information.

  • Act in accordance with ethics and integrity programs.

  • Uphold the Chamber's reputation.

4. Projects and Initiatives

The Chamber's projects and initiatives must be aligned with the institutional objectives established in the Bylaws. To ensure coherence, transparency, and governance, the following procedures are established:

4.1 Project Proposals

  • Projects may be proposed by the Presidency, the Board, Committees, or members, provided they are aligned with the Chamber's objectives.

  • Every proposal must include: project description, objective, relevance, target audience, and required resources.

4.2 Project Approval

  • Strategic projects, official events, agreements, and institutional partnerships must be submitted for Board approval.

  • Projects involving financial resources require prior review by the Treasury, in accordance with the Bylaws.

  • Regional projects, where applicable, must also comply with the specific regulations of the Branches.

4.3 Project Execution and Management

  • Each project must have a Responsible Director, designated by the Presidency or the Board.

  • A timeline, goals, budget (where applicable), performance indicators, and responsible staff must be defined.

  • Significant changes in scope, deadlines, or budget must be reported to the Board.

4.4 Reports and Monitoring

  • Projects must be tracked through periodic reports covering status, progress, and challenges.

  • Final reports must be submitted to the Board and may be disclosed to the General Assembly when relevant.

5. Institutional Communication

Institutional communication must ensure alignment, clarity, and coherence with the Chamber's mission and objectives, as set forth in the Bylaws.

5.1 Communication Principles

  • Communication must be ethical, institutional, and non-political, in accordance with the Bylaws.

  • It must promote the social, cultural, economic, and commercial image of Brazil, Latin America, and Vietnam.

  • It must follow the guidelines established by the Presidency.

5.2 Communication Responsibility

  • The Presidency is responsible for the strategic direction of communication.

  • Official communications, public statements, institutional positions, and interactions with public bodies must be approved by the Presidency.

  • The Board may assist in the development of institutional materials.

5.3 Communication Channels

  • Official website

  • Institutional email

  • Publications, events, and newsletters

  • Social media, when authorized by the Presidency

5.4 Institutional Content

  • Must accurately reflect the approved objectives, activities, and initiatives.

  • Technical, economic, or cultural content must be reviewed by the relevant Committee heads, where applicable.

  • Sensitive information must follow the confidentiality rules set out in the Bylaws.

5.5 Press Relations

Public statements and interviews on behalf of the Chamber may only be given by the Presidency or an officially designated spokesperson.

5.6 Institutional Identity

  • The brand, logos, and institutional materials must be used in a standardized manner.

  • Use of the Chamber's brand for personal, commercial, or political purposes is prohibited.

  • Official communications must be centralized to ensure coherence and alignment.

  • Interactions with public, private, and diplomatic bodies must be pre-approved by the Presidency.

6. Members' Duties

Members' duties fully follow the Bylaws and are detailed here for clarity and practical application.

6.1 Regulatory Compliance

  • All members must comply with the rules of the Bylaws and this Internal Regulation.

  • They must also comply with applicable legislation and supplementary rules that may be issued by the Presidency.

6.2 Institutional Cooperation

  • Every member has a duty to actively contribute to the achievement of the Chamber's objectives.

  • Collaboration may occur through participation in projects, committees, events, or other institutional activities.

6.3 Contributions

  • Contributing members must keep their contributions up to date.

  • Non-payment may result in the suspension of rights or other measures as provided in the Bylaws.

6.4 Exercise of Positions

  • Members elected to voluntary positions must carry out their duties with responsibility, diligence, and regularity.

6.5 Confidentiality

  • All information related to the Chamber must be treated as confidential.

  • Sharing internal data with third parties is prohibited except upon express authorization from the Presidency.

6.6 Compliance and Integrity

  • Members must act in accordance with any ethics and integrity (compliance) programs approved by the Presidency.

6.7 Institutional Image

  • Members must uphold the Chamber's good name and reputation, avoiding conduct that may harm it.

7. Exclusion and Withdrawal of Members

This section fully follows the Bylaws and is detailed here for practical application.

7.1 Voluntary Withdrawal

  • A member wishing to withdraw must communicate their decision in writing with a minimum notice of 10 days.

  • Contributing members must settle all outstanding contributions and financial obligations before departing.

7.2 Exclusion of Members

Exclusion shall be deliberated in accordance with the Bylaws and may occur for just cause.

7.2.1 Just Causes

The following are considered just causes:

  • Failure to fulfil statutory obligations after formal notice.

  • Conduct detrimental to the Chamber's objectives.

  • Acts incompatible with the Chamber's institutional values.

  • Actions that disrupt harmony among members.

  • Acts that may compromise the Chamber's institutional reputation.

7.2.2 Decision-Making Process

  • The exclusion of members is decided by the Board of Directors.

  • The exclusion of members of the Chamber's governing bodies is decided by the Presidency.

7.2.3 Right of Appeal

  • An appeal may be lodged with the General Assembly.

  • The appeal must be filed at least 30 days before the Assembly.

  • The member remains suspended from their activities until a decision is made.

7.3 Exclusion in Branches

  • Exclusions carried out in Branches are governed by their own regulations.

  • An appeal may be lodged with the respective Branch's Assembly.

7.4 Ethics and Conduct

  • All members must act in an ethical, transparent, and professional manner.

  • There is an official Code of Ethics for the Chamber which must be strictly followed by directors, members, and staff.

  • Using the Chamber for personal or conflicting interests is prohibited.

  • Conduct that violates the Code of Ethics may result in a warning, suspension, or dismissal depending on severity.

8. Branches and Representative Offices

8.1 Establishment and Purpose

Branches and Representative Offices of the Chamber may be established by the Presidency, ad referendum of the Board, with the aim of expanding the Chamber's institutional presence, facilitating market access, and supporting members at the regional or international level.

8.2 Branches and their Organizational Structure

I. Each Branch constitutes a regional representation of the Chamber and has its own membership, in compliance with the general rules of the Bylaws.

II. Each Branch shall have a Board of Directors composed of 2 to 6 members, elected from among its members at their own Assembly.

III. The spokesperson of the Branch Board of Directors, referred to as the Regional President, shall automatically be considered an eligible candidate for the Chamber's Board of Directors.

8.3 Representative Offices

I. The Representative Office does not have its own membership.

II. The Office shall be managed by a Representative designated by the Presidency, who shall act independently and receive invitations to Chamber meetings.

III. The Office Representative must comply with and enforce the Presidency's guidelines and submit periodic reports of their activities.

8.4 Convening and Conducting Meetings

Events, meetings, and Assemblies of Branches or Offices shall be convened and chaired by their respective officers.

Minutes must be forwarded to the Presidency within a maximum of 10 days.

8.5 Branch-Specific Regulations

I. Each Branch must have its own regulations, approved by its Assembly, and mandatorily aligned with the Bylaws and this Internal Regulation.

II. The regulations must provide for, at minimum:

  • Internal electoral process;

  • Duration and limits of terms of office;

  • Meeting rules and frequency;

  • Responsibilities of the Board of Directors and the Regional President;

  • Policies for admitting, suspending, and excluding Branch members;

  • Accountability rules to the Chamber.

8.6 Institutional Integration

I. Branches and Offices must follow the strategic guidelines and directions of the Chamber's Presidency.

II. Projects, agreements, official activities, and institutional positions may only be carried out with prior approval from the Presidency.

III. Branches and Offices must maintain ongoing communication with the Chamber's Treasury and Secretariat to ensure administrative, financial, and institutional alignment.

8.7 Closure of Branches and Offices

The Presidency may propose the closure of a Branch or Office in cases of inactivity, administrative irregularities, or non-compliance with institutional guidelines, and must communicate the decision to the Board of Directors and the General Assembly.

9. Finance and Financial Administration

In accordance with the Bylaws, financial management is the responsibility of the Treasury, under the supervision of the President and with the approval of the Board.

9.1 Annual Budget

  • Prepared by the Treasurer and approved by the President.

  • Consolidated with regional budgets.

  • Must be submitted to the Board one week before the Ordinary General Assembly, including: activity report, balance sheet, revenue and expense accounts, and inventory.

  • The Board issues an opinion signed by two or more members.

  • Approved by the General Assembly.

9.2 Approval of Expenditures

  • Financial acts require the joint signature of the President and the Treasurer.

  • The Chamber's obligations must be formalized in writing with the joint signature of the President and one Vice-President, or of two Vice-Presidents and the Treasurer.

  • Powers of attorney may be granted upon joint signature of the President or a Vice-President with the Treasurer.

9.3 Financial Accountability

  • The President must submit the documents to the Ordinary General Assembly.

  • The Board reviews the documents and issues a prior opinion.

  • The General Assembly deliberates on the approval of accounts.

10. Amendments to this Regulation

Amendments to this Regulation must be approved by the Board and submitted for ratification by the General Assembly.

11. Final Provisions

11.1 Supplementary Provisions

Supplementary Rules

Upon the initiative of the Presidency, the Board may issue supplementary rules, internal resolutions, and specific regulations to govern administrative, operational, financial, and conduct matters, including but not limited to:

  • Code of Ethics and Conduct;

  • Compliance policy;

  • Definition and update of membership contribution values;

  • Electoral regulations;

  • Internal administrative procedures.

First Paragraph

Supplementary rules may not contradict or amend the Bylaws or this Internal Regulation.

Second Paragraph

Rules issued must be formalized by resolution and communicated to members by electronic means or publication on the institutional website.

11.2 Best Practices

  • All members must observe compliance, governance, and integrity practices.

  • Relations with partners and public bodies must follow ethical and institutional principles.

11.3 Entry into Force

This regulation enters into force on the date of its approval and must be known to all members and staff.