Cases of convening the General Meeting of Members in Vietnam as of July 1, 2024

Cases of convening the General Meeting of Members in Vietnam as of July 1, 2024 (Internet image) 

Regarding this matter, LawNet would like to answer as follows:

On June 20, 2023, the National Assembly of Vietnam passed the Law on Cooperatives 2023.

Cases of convening the General Meeting of Members in Vietnam as of July 1, 2024

According to Article 59 of the Law on Cooperatives 2023, it stipulates the convening of the General Meeting of Members (GMM) as follows:

* The Board of Directors (in case of fully-organized management model) or Director (in case of simplified management model) shall convene the annual GMM within 04 months from the end of the fiscal year.

* In case of fully-organized management model, an extraordinary meeting of the GMM shall be convened in the following cases:

- It is convened by the Board of Directors to settle the matters beyond their jurisdiction;

- It is convened by the Board of Directors at the request of the Board of Controllers or at least one third of total official members of the cooperative or cooperative union;

- It is convened by Chairperson of the Board of Directors in case a periodical meeting of the Board of Directors cannot be held after it has been convened twice.

* In case of simplified management model, an extraordinary meeting of the GMM shall be convened by the Director:

- to settle matters beyond his/her jurisdiction; or

- at the request of the Controller or at least one third of total official members of the cooperative or cooperative union.

* An extraordinary meeting of the GMM in the case specified in Point b Clause 2 or Point b Clause 3 of Article 59 of the Law on Cooperatives 2023 shall be convened as follows:

- Within 15 days from the receipt of the request of the Board of Controllers or Controller or at least one third of total official members of the cooperative or cooperative union, the Board of Directors or Director shall convene the extraordinary meeting of the GMM;

- If Board of Directors or Director fails to convene the extraordinary meeting of the GMM within the time limit specified in Point a of this Clause or fails to convene the annual GMM within 04 months from the end of the fiscal year, the Board of Controllers or Controller shall be entitled to convene the extraordinary meeting of the GMM;

- If the Board of Controllers or Controller fails to convene the extraordinary meeting of the GMM within 15 days as prescribed in Point b of this Clause, the member representing at least one third of total official members of the cooperative or cooperative union shall be entitled to convene the GMM. The record of appointment of this representative must be made and bear signatures of all members that request the convening of the GMM.

* In case the Board of Directors or Director fails to convene the GMM as prescribed in Clause 1 and Point a Clause 4 of Article 59 of the Law on Cooperatives 2023, they shall pay compensation for damage incurred by the cooperative or cooperative union in accordance with regulations of law and the cooperative or cooperative union’s charter.

In case the Board of Controllers or Controller fails to convene the GMM as prescribed in Point b Clause 4 of Article 59 of the Law on Cooperatives 2023, they shall pay compensation for damage incurred by the cooperative or cooperative union in accordance with regulations of law and the cooperative or cooperative union’s charter.

* The meeting of the GMM shall be chaired by the person that convenes it, unless another chair is elected by the GMM.

* The meeting of the GMM shall be conducted when it is participated in by at least 50% of its total official members or total delegates appointed. If the required number of participants is not sufficient, the meeting of the GMM shall be postponed.

In case the conditions for conducting the first meeting are not fulfilled, the second meeting will be convened within 30 days from the planned opening date of the first meeting. The second meeting of the GMM shall be conducted when it is participated in by at least 33% of its total official members or total delegates appointed.

In case the conditions for conducting the first meeting are not fulfilled, the third meeting will be convened within 20 days from the planned opening date of the second meeting. In this ca

More details can be found in the Law on Cooperatives 2023, which takes effect from July 1, 2024, except for the provisions in Clauses 3 and 4, Article 115 of the Law on Cooperatives 2023, which takes effect from September 1, 2023.

The Law on Cooperative 2012 expires from the effective date of the Law on Cooperatives 2023, except for the provisions in Clause 5, Article 115 of the Law on Cooperatives 2023.

To Quoc Trinh

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