Private schools with two or more contributing partners in Vietnam must have a Board of Directors

Private schools with two or more contributing partners in Vietnam must have a Board of Directors (Internet image)

Article 8 of Circular 13/2011/TT-BGDDT stipulates the Board of Directors of private schools in Vietnam as follows:

1. The Board of Directors is required in any private school having at least two contributing partners.

2. The Board of Directors is a regulatory body and the only representative organization for ownership of the school. It shall take responsibility for implementation of resolutions of the General meeting of contributing partners and have rights to decide issues concerning organization, personnel, finance, property, planning, plans and orientation of development of the school in accordance with regulations of law.

3. The Board of Directors shall be elected by the General meeting of contributing partners and recognized by the competent agency. The Board of Directors shall consist of 2 through 11 members, including the Chairperson of the Board of Directors, the Vice Chairperson of the Board of Directors (if necessary) and other members.

Each member of the Board of Directors is a contributing partner or a representative of the contributing partner as prescribed in the Regulation of organization and operation of the school.

The term of office of the Board of Directors is 5 years from the date on which the decision on recognition is made by the competent agency.

4. The Board of Directors of the first term of office is nominated by the organizations or individuals requesting for establishment of the school. From the second term of office, the Board of Directors shall be established by secret ballot at the General meeting of contributing partners;

5. The Board of Directors shall hold regular meetings every 3 months. Extraordinary meetings shall be convened by the Chairperson of the Board of Directors when it is requested by at least one-third of members of Board of Directors.

• The meeting of the Board of Directors shall be considered valid when it is attended by at least three-fourths of members of the Board of Directors. All members of the Board of Directors have equal voting right.

• The meeting must be recorded in writing and the meeting minutes must be ratified and signed by the Chairperson of the Board of Directors and the secretary of the meeting. Each resolution of the Board of Directors must be ratified in the form of voting or by secret ballot and it may only take effect when it is voted for by more than half of the attending members. If the number of affirmative votes equals to negative votes, the Chairperson of the Board of Directors shall have the casting vote.

6. The addition or replacement of members of the Board of Directors must be ratified by the General meeting of contributing partners by secret ballot.

• If the number of members of the Board of Directors is reduced by more than one third of the number prescribed by the Regulation on organization and operation of the school, the Chairperson of the Board of Directors must convene the General meeting of contributing partners for additional election of members of the Board of Directors within 30 days from the date on which the number of members of the Board of Directors is reduced by more than one third

• Regarding the school having two contributing partners, if the number of contributing partners decreases by one member and become a school invested and operated by one individual or organization, it shall comply with regulations on private school without the Board of Directors as prescribed in Article 11 of this Regulation.

7. The members of the Board of Directors shall be discharged from duty if they commit serious violations against regulations of law leading facing criminal prosecution or commit serious violations against the Regulation on organization and operation of the school and are requested for discharge from duty by the General meeting of contributing partners; or they shall be dismissed in the event of dead, limitation of civil capacity or resignation.

More details can be found in Circular 13/2011/TT-BGDDT, which comes into force from May 15, 2011.

Thuy Tram

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