Question 20. Mr. Nguyen Van B is the General Director of the Co-operative. Please indicate the authority and duties of Mr. B as General Director of the Co-operative?
Answer:
The powers and duties of the General Director of the cooperative are provided for in Article 38 of the Law on Cooperatives. Accordingly, the General Director is the executive of operations of the cooperative. The General Director has the following powers and duties:
a/ To organize the implementation of the business and production plan of the cooperative;
b/ To implement resolutions of the general meeting of members and decisions of the Board of Directors;
c/ To sign contracts in the name of the cooperative under the authorization of the chairman of the Board of Directors;
d/ To submit annual financial statements to the Board of Directors;
e/ To make plans on organization of assisting divisions and units directly attached to the cooperative and present them to the Board of Directors for decision
f/ To recruit laborers under the Board of Directors’ decision;
g/ To implement other powers and tasks as prescribed in the charter and regulations of the cooperative.
In cases where the general director is hired by the cooperative, in addition to exercising the powers and tasks prescribed above, he / she must also exercise his / her powers and tasks under the labor contract and may be invited to attend the members' congresses and the board of directors.
Question 21. Please indicate the position, role and functions of the Control Board or controller of the cooperative?
Answer:
The Control Board or controller shall operate independently, examine and supervise activities of the cooperative in accordance with law and its charter.
According to Clause 4, Article 39 of the Law on Cooperatives, The Control Board or controller shall take responsibility before the general meeting of members and has the following powers and tasks:
a/ To inspect and monitor activities of the cooperative as prescribed by law and the charter;
b/ To inspect the compliance with the charter, resolutions and decisions of the general meeting of members and Board of Directors and regulations of the cooperative;
c/ To monitor activities of the Board of Directors, Director (General Director), members as prescribed by law, the charter, resolutions of the general meeting of members and regulations of the cooperative;
d/ To inspect the financial operation, compliance with the accounting regulation, income distribution, handling of losses, use of funds, assets and loans of the cooperative and other funds of the State;
e/ To verify reports on business and production results and annual financial statements of the Board of Directors before submission to the general meeting of members;
f/ To receive proposals related to the cooperative; settle under its/his/her competence or request the Board of Directors and the general meeting of members to settle them according to its competence;
g/ The head of the Control Board or controller may attend meetings of the Board of Directors but have no right to vote;
h/ To notify the Board of Directors and make reports before the general meeting of members on control results; to request the Board of Directors or Director (General Director) to address weaknesses and violations in the operation of the cooperative;
i/ To request supply of materials, books, documents and necessary information to serve the inspection and monitoring, but to be prohibited from using those materials and information for other purposes;
j/ To prepare agendas of and convene extraordinary meetings as prescribed in Clause 3, Article 31 of this Law;
k/ To implement other powers and tasks as prescribed by law and the charter.
Question 22. Mr. Nguyen Van A plans to contribute capital to the cooperative with the value of land use rights. Can Mr. A contribute capital to the cooperative with the land use right value? How is the determination of the value of capital contribution made?
Answer:
The contribution of capital to cooperatives is provided for in Article 42 of the Law on Cooperatives. Accordingly, the contributed capital shall be in Vietnam dong and other kinds of asset convertible into Vietnam dong, including foreign currency, objects, value of land use rights, intellectual property rights and valuable papers at the time of contribution. Thus, Mr. A can contribute capital to the cooperative by the value of land use rights.
On the determination of the value of contributed capital, Clause 2, Article 42 of the Law on Cooperatives stipulates: "The value of other kinds of assets contributed as capital is determined according to the principles of agreement between the cooperative or union of cooperatives and the contributing member or member cooperative or through an appraisal organization". Thus, the determination of the value of capital contributions of cooperative members can be made in two ways: (1) agreement between the cooperative and the member and (2) approval of the appraisal organization.
Question 23. Please indicate the increase of the charter capital of the cooperative?
Answer:
The increase of the charter capital of cooperatives is provided in Clause 1, Article 43 of the Cooperative Law. Accordingly, the charter capital of a cooperative or union of cooperatives may be increased in case the general meeting of members decides to increase the minimum level of contributed capital or mobilize additional contributed capital of members or admit new members.
Thus, the charter capital of the cooperative may increase in the following cases:
a / The general meeting of members decides to increase the minimum level of contributed capital;
b / The general meeting of members decides to mobilize additional contributed capital of members or admit new members.
Question 24. Please indicate the regulations on mobilizing of capital and subsidies and financial assistance for the cooperative?
Answer:
The mobilization of capital and subsidies and financial assistance for the cooperative are provided for in Article 44 of the Law on Cooperatives. Cooperatives shall give priority to mobilization of capital from their members to invest in and expand business and production on the basis of agreement with their members.
In case the capital mobilized from their members has not met the requirements, cooperatives may mobilize capital from other sources as prescribed by law and their charter.
The management of subsidies and financial assistance of the State must be implemented as follows:
a/ Non-refundable subsidies and financial assistance of the State must be included in the undivided assets of cooperatives or unions of cooperatives;
b/ Refundable financial assistance of the State must be included in the debts of cooperatives or unions of cooperatives.
The management and use of foreign-involved subsidies and financial assistance must comply with the provisions of law and the treaties to which the Socialist Republic of Vietnam is a contracting party.
Hoang Thanh Tuan
(Source: Agency for Business Registration)