Procedures for organizing the General Meeting of Members of the people's credit fund in Vietnam

Procedures for organizing the General Meeting of Members of the people's credit fund in Vietnam (Internet image)

On June 28, 2024, the Governor of the State Bank of Vietnam issued Circular 29/2024/TT-NHNN regulating the people's credit fund.

Procedures for organizing the General Meeting of Members of the people's credit fund in Vietnam

(1) Convening the General Meeting of Members

- The Board of Directors convenes the annual General Meeting of Members within 04 months from the end of the financial year.

- The General Meeting of Members can be organized in the form of a Meeting of All Members or a Meeting of Member Delegates (collectively referred to as the General Meeting of Members). Both forms have the same duties and powers.

- The number of delegates attending the Meeting of Member Delegates is stipulated by the charter of the people's credit fund but must be at least 100 delegates.

- Standards of delegates and the process of electing delegates to attend the Meeting of Member Delegates are stipulated by the charter of the people's credit fund. The election of member delegates to attend the General Meeting of Members must be based on democratic and equal principles among members. Elected member delegates cannot authorize others to attend the meeting. The delegates attending the meeting must represent the opinions and aspirations and be responsible for informing the results to all members they represent.

- An extraordinary General Meeting of Members is convened in the following cases:

+ The Board of Directors convenes to resolve matters beyond its authority;

+ The Board of Directors convenes at the request of the Control Board or at least one-third of the total members of the people's credit fund;

+ The Board of Directors convenes at the request of the State Bank branch in the case of an event affecting the safety of the operations of the people's credit fund;

+ The Chairman of the Board of Directors convenes in case the regular meeting of the Board of Directors cannot be held after 02 consecutive convocation attempts;

+ Other cases as stipulated by the charter of the people's credit fund. The people's credit fund must report to the State Bank branch about the reasons, content, time, and form of organizing the extraordinary General Meeting of Members at least 10 days before the scheduled date of the meeting.

- The convening of the extraordinary General Meeting of Members for the cases stipulated in point b and point c clause 5 Article 14 of Circular 29/2024/TT-NHNN is carried out as follows:

+ Within 15 days from the date of receiving the request from the Control Board or at least one-third of the total members of the people's credit fund or at the request of the State Bank branch, the Board of Directors must convene an extraordinary General Meeting of Members;

+ In case more than 15 days have passed since receiving the request from the Control Board or at least one-third of the total members of the people's credit fund or at the request of the State Bank branch and the Board of Directors does not convene an extraordinary General Meeting of Members or more than 04 months have passed since the end of the financial year and the Board of Directors has not convened the annual General Meeting of Members, the Control Board has the right to convene an extraordinary General Meeting of Members;

+ Within 15 days from the date the Control Board has the right to convene and does not convene the extraordinary General Meeting of Members according to the regulations in point b of this clause, the member representing at least one-third of the total members of the people's credit fund has the right to convene the General Meeting of Members. The appointment of the representative member must be documented with signatures of all members requesting to convene the General Meeting of Members.

- In case the Board of Directors does not convene the General Meeting of Members according to clause 1 and point a clause 6 Article 14 of Circular 29/2024/TT-NHNN, the Board of Directors must compensate for the damages arising for the people's credit fund according to the law and the charter of the people's credit fund.

In case the Control Board does not convene the General Meeting of Members according to point b clause 6 Article 14 of Circular 29/2024/TT-NHNN, the Control Board must compensate for the damages arising for the people's credit fund according to the law and the charter of the people's credit fund.

- The General Meeting of Members is presided over by the person who convened it, unless the General Meeting of Members decides to elect another member to preside.

- The General Meeting of Members proceeds when at least 75% of the total members or member delegates are convened but not less than 100 delegates (for the Meeting of Member Delegates); if not enough members, the General Meeting of Members must be postponed.

If the first General Meeting of Members is not eligible to proceed, the second meeting must be convened within 30 days from the date scheduled for the first one. In this case, before proceeding, the person convening must send a written report to the State Bank branch explaining the reason for not holding the first General Meeting of Members and the estimated date for the second meeting. The second General Meeting of Members proceeds when at least 50% of the total members or delegates are present.

If the second General Meeting of Members is not eligible to proceed, the third meeting must be convened within 20 days from the date scheduled for the second one. In this case, before proceeding, the person convening must send a written report to the State Bank branch explaining the reason for not holding the second General Meeting and the estimated date for the third meeting. The third General Meeting of Members proceeds regardless of the number of members or member delegates present.

- The General Meeting of Members can be organized in the form of a direct meeting, an online meeting, or a combination of direct and online meetings. The selection of the meeting form is performed according to the charter of the people's credit fund.

- The General Meeting of Members must be recorded in minutes, and can also be audio or video recorded to provide to members if requested. The minutes must be signed by the presiding officer and the secretary. If the presiding officer and secretary refuse to sign, the minutes are valid if over 50% of attending members agree with the content; the minutes must specify the presiding officer and secretary refused the content. The signers of the minutes are jointly responsible for the accuracy and truthfulness of the minutes.

(Article 14 Circular 29/2024/TT-NHNN)

(2) Preparing the General Meeting of Members

- The person convening the General Meeting of Members must prepare a list of members or delegates entitled to attend; prepare the agenda, content, documents, and draft resolutions; send the notice of convening to each member at least 07 days before the annual General Meeting of Members opens or 05 days before the extraordinary General Meeting of Members opens. The notice must specify the time, location, form, and agenda. The notice is sent in paper, electronic form, or other methods as stipulated by the charter of the people's credit fund.

- The agenda of the meeting can be changed if at least one-third of the total members request in writing the same subject. The request must include the name of the member and the content of the request.

The request must be sent to the person convening the General Meeting of Members at least 03 days before the meeting.

For the extraordinary General Meeting of Members, if there is a request for content change, the person convening will consider adding it to the agenda of the extraordinary General Meeting or include it in the next extraordinary General Meeting.

- The person convening the General Meeting of Members can only refuse the request stipulated in clause 2 Article 15 of Circular 29/2024/TT-NHNN if:

+ The request was not sent on time;

+ The request's content is not within the authority of the General Meeting of Members;

+ Other cases as specified in the charter of the people's credit fund.

- In case of refusal, the person convening must report to the General Meeting of Members before voting on the agenda.

(Article 15 Circular 29/2024/TT-NHNN)

(3) Attendance and Voting at the General Meeting of Members

- A member or delegate is considered to attend and vote at the General Meeting of Members in the following cases:

+ Attend and vote directly at the meeting;

+ Attend and vote online.

- The following items are approved by the General Meeting of Members when at least 75% of the voting members or delegates agree:

+ Amendments and supplements to the charter of the people's credit fund;

+ Approval of investments, purchase, and sale of fixed assets of the people's credit fund where the investment amount, purchase price, or original value for sale of fixed assets is from 20% of the charter capital of the people's credit fund as stated in the most recent audited financial report or the most recent financial report if not audited or a lower percentage as stipulated by the charter of the people's credit fund;

+ Deciding the management structure of the people's credit fund;

+ Division, separation, consolidation, merger, voluntary dissolution.

- Items not covered in clause 2 Article 16 of Circular 29/2024/TT-NHNN are approved when over 50% of voting members or delegates agree.

- Each member attending the General Meeting of Members has one vote of equal value, irrespective of capital contribution or position.

Each delegate attending the Meeting of Member Delegates has a number of votes equal to the number of members who elected that delegate.

- Voting slips and vote-counting minutes at the General Meeting of Members must be stored.

(Article 16 Circular 29/2024/TT-NHNN)

Le Nguyen Anh Hao

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