Boards of Directors of cooperatives or unions of cooperatives in Vietnam

Regulations on the Boards of Directors of cooperatives or unions of cooperatives in Vietnam

Pursuant to Article 35 of the Law on Cooperatives 2012, regulations on the Boards of Directors of cooperatives or unions of cooperatives are as follows:

- The Board of Directors of a cooperative or union of cooperatives is the management body of the cooperative or union of cooperatives and is established by conference or elected, removed from office or dismissed by the general meeting of members by secret ballot. The Board of Directors comprises the chairman and members; the number of members of the Board of Directors is prescribed by the charter but must be at least 3 and at most 15.

- The term of office of the Board of Directors of a cooperative or union of cooperatives must be stipulated by the charter of the cooperative or union of cooperatives, but must be at least 2 years and at most 5 years.

- The Board of Directors may use the seal of the cooperative or union of cooperatives to perform the powers and tasks specified in Article 36 of the Law on Cooperatives 2012.

- The Board of Directors of a cooperative shall hold regular meetings in accordance with the charter at least once every 3 months; the Board of Directors of a union of cooperatives shall hold regular meetings in accordance with the charter at least once every 6 months convened by the chairman of the Board of Directors or by a member of the Board of Directors authorized by the chairman of the Board of Directors.

The Board of Directors shall hold an extraordinary meeting at the request of at least one- third of the total number of its members or of the chairman of the Board of Directors, the Control Board or controller or the Director (General Director) of the cooperative or union of cooperatives.

- A meeting of the Board of Directors must be conducted as follows:

= A meeting of the Board of Directors must be conducted when it is attended by at least two-thirds of the total number of members of the Board of Directors. The Board’s decisions are adopted on the principle of majority vote, each member has one vote of equal validity;

= In case of convening a meeting of the Board of Directors on a regular basis but with an insufficient number of participants as prescribed, the chairman of the Board shall convene a second meeting within 15 days from the expected date of the first meeting. After two times of convening without a sufficient number of participants, the Board shall convene an extraordinary general meeting of members within 30 days from the date of the expected date of the second meeting to review the status of member of those members who have not attended the meeting and take handling measures; the chairman of the Board of Directors shall report to the coming general meeting of members to review the status of member of the Board of Directors who have not attended the meeting and decide on the handling measure;

= The content and conclusions of the meeting of the Board of Directors must be recorded in a minutes; the meeting minutes must be signed by the chairperson and secretary of the meeting. The chairperson and secretary are jointly responsible for the accuracy and truthfulness of the minutes. For contents that the Board of Directors can not decide, it shall submit them to the general meeting of members for decision. The members of the Board of Directors may reserve their opinions which are recorded in the minutes of the meeting.

Boards of Directors of cooperatives or unions of cooperatives in Vietnam (Internet image) 

Powers and tasks of the Boards of Directors of cooperatives or unions of cooperatives in Vietnam

Pursuant to Article 36 of the Law on Cooperatives 2012, powers and tasks of the Boards of Directors are as follows:

- To decide on the organization of assisting divisions and units directly attached to the cooperative or union of cooperatives in accordance with the charter.

- To implement resolutions of the general meeting of members and evaluate operation results of the cooperative or union of cooperatives.

- To prepare and propose the general meeting of members to amend and supplement the charter; to report on operation results, business and production plan and income distribution plan of the cooperative or union of cooperatives; to report on its operation.

- To submit to the general meeting of members for review and approval the financial statements and the management and use of funds of the cooperative or union of cooperatives.

- To submit to the general meeting of members the remuneration and bonus levels of its members, members of the Control Board or controller; wages, salaries and bonuses of the Director (General Director) and Deputy Director (Deputy General Director).

- To transfer, liquidate and handle working assets of the cooperative or cooperative unions according to the competence assigned by the general meeting of members.

- To admit new members and solve the termination of the status of member specified at Point a, Clause 2, Article 16 of the Law on Cooperatives 2012 and report them to the general meeting of members.

- To evaluate the operation effectiveness of the Director (General Director) and Deputy Director (Deputy General Director).

- To appoint, remove from office, dismiss, hire or terminate the hiring contract with the Director (General Director) in accordance with the resolution of the general meeting of members.

- To appoint, remove from office, dismiss, hire or terminate the hiring contracts with the Deputy Director (Deputy General Director) and other positions at the request of the Director (General Director), unless otherwise specified by the charter.

- To reward and discipline members or member cooperatives; to reward individuals and organizations that are not members or member cooperatives but have merits in building and developing the cooperative or union of cooperatives.

- To notify the members or member cooperatives of the resolutions and decisions of the general meeting of members and the Board of Directors;

- To issue regulations on the operation of the Board of Directors to implement its assigned powers and tasks.

- To implement other rights and tasks as prescribed in the charter and resolutions of the general meeting of members, and take responsibility for their decisions before the general meeting of members and law.

Mai Thanh Loi

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