What is the minimum number of members of the Board of Directors of cooperatives and cooperative unions in Vietnam?
What is the minimum number of members of the Board of Directors of cooperatives and unions of cooperatives in Vietnam?
According to the provisions of Article 65 of the Law on Cooperative 2023, regulations on the Board of Directors:
Board of Directors
1. The Board of Directors is the managerial body of the cooperative or cooperative union, and is composed of a Chairperson and other members who are elected by the establishment meeting or GMM from among official members of the cooperative or cooperative union. The number of members of the Board of Directors shall be prescribed by the cooperative or cooperative union’s charter but shall neither be fewer than 03 members nor exceed 15 members. Total members of the Board of Directors that are foreign-invested organizations and individuals who are foreign investors must be accounted for less than 35% of its total members.
2. The term of office of the Board of Directors is prescribed by the cooperative or cooperative union’s charter but shall not exceed 05 years. A member of the Board of Directors shall be the same term of office as the Board of Directors. A member of the Board of Directors may be re-elected without term limit. Members of the Board of Directors shall be elected and dismissed by secret ballot.
3. The Board of Directors of a cooperative shall meet on a periodical basis as prescribed in its charter but at least every 03 months. The Board of Directors of a cooperative union shall meet on a periodical basis as prescribed in its charter but at least every 06 months.
4. An extraordinary meeting of the Board of Directors may be held at the request of:
a) Its Chairperson;
b) Director (General Director);
c) The head of the Board of Controllers; or
d) At least one third of total members of the Board of Directors.
5. Procedures for conducting a meeting of the Board of Directors:
a) A meeting of the Board of Directors shall be conducted when it is participated in by at least two thirds of its total members. Decisions of the Board of Directors shall be ratified under the majority rule. Each member shall have one vote of equal effect. In case of equality of votes, the option that is voted for by the Chairperson of the Board of Directors or the person authorized by the Chairperson to chair the meeting shall prevail;
b) In case a periodical meeting of the Board of Directors cannot be conducted due to inadequate number of participants, the Chairperson of the Board of Directors shall convene the second meeting within 15 days from the planned date of the first meeting. In this case, the second meeting shall be conducted when it is participated in by more than 50% of total members of the Board of Directors;
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Thus, the number of members of the Board of Directors shall neither be fewer than 03 members nor exceed 15 members.
- Total members of the Board of Directors that are foreign-invested organizations and individuals who are foreign investors must be accounted for less than 35% of its total members.
What is the minimum number of members of the Board of Directors of cooperatives and cooperative unions in Vietnam? (Image from the Internet)
How long is the term of office of the Board of Directors of cooperatives in Vietnam?
Clause 2, Article 65 of the Law on Cooperative 2023 stipulates the term of office of the Board of Directors of cooperatives as follows:
Board of Directors
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2. The term of office of the Board of Directors is prescribed by the cooperative or cooperative union’s charter but shall not exceed 05 years. A member of the Board of Directors shall be the same term of office as the Board of Directors. A member of the Board of Directors may be re-elected without term limit. Members of the Board of Directors shall be elected and dismissed by secret ballot.
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Thus, according to the above regulations, the term of the Board of Directors of the cooperative will be prescribed by the Charter but a maximum of 5 years. Members of the Board of Directors can be re-elected for an unlimited number of terms and the election, removal, and dismissal of members of the Board of Directors are carried out by secret ballot.
What are the tasks and rights of Board of Directors of cooperative in Vietnam?
The tasks and rights of the Board of Directors are specified in Article 66 of the Law on Cooperative 2023 as follows:
- Request the GMM to consider ratifying the contents falling under its jurisdiction as prescribed in Article 64 of Law on Cooperative 2023.
- Decide organization of assisting divisions and affiliated units of the cooperative or cooperative union as prescribed in the charter. Establish branches and/or representative offices of the cooperative or cooperative union.
- Organize the implementation of resolutions of the GMM. Submit reports on business performance of the cooperative or cooperative union to the GMM.
- Transfer, liquidate or dispose of assets of the cooperative or cooperative union under its jurisdiction. Decide investment in or sale of distributed assets whose value is smaller than 20% of total value of assets written in the latest financial statements of the cooperative or cooperative union.
- Cooperate with the owner and capital contributors in conducting valuation or hiring a qualified valuation organization to determine the value of assets contributed by individuals and organizations during the operation of the cooperative or cooperative union.
- Manage, admit or terminate the membership of official members and contributing members. Report the admission of members to the cooperative or cooperative union to the nearest GMM.
- Elect and dismiss Chairperson of the Board of Directors according to the charter (if any).
- Appoint, dismiss, discharge, sign or terminate employment contract, supervise and assess the performance of the Director (General Director), Deputy Director (Deputy General Director) and holders of other managerial positions.
- Decide commendation and reward, or imposition of disciplinary actions on official members, contributing members and employees; reward other organizations and individuals that make significant contribution to the development of the cooperative or cooperative union.
- Perform other tasks and rights as prescribed by law and the cooperative or cooperative union’s charter.
* Note: The Law on Cooperative 2023 takes effect from July 1, 2024.
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