Question 15. Please indicate the powers and tasks of general meetings of members?
Answer:
The powers and tasks of general meetings of members are specified in Article 32 the Law on Cooperatives. Accordingly, general meeting of members shall decide on the following contents:
1. Adoption of a report on operation results in the year; a report on operation of the Board of Directors and the Control Board or controller.
2. Approval of financial statements and results of internal audit.
3. Plan on income distribution and handling of losses and debts; setting up and rate of fund deduction; plan on salaries and incomes for laborers for job creation cooperatives.
4. Business and production plan;
5. Investment in or sale of assets of a value equal to or greater than 50% of the total value of assets recorded in the latest financial statement.
6. Capital contribution, share purchase, establishment of businesses, joint ventures, affiliation; establishment of branches and representative offices; joining a cooperative union or representative organization of cooperatives or unions of cooperatives.
7. Increase or decrease of charter capital, minimum contributed capital; competence to decide on and methods of raising capital.
8. Valuation of assets and undivided assets;
9. The organizational structure of the cooperative or union of cooperatives;
10. A member of Board of Directors concurrently acting as the Director (General Director) or hiring the Director (General Director).
11. Election, removal from office and dismissal of the chairman of the Board of Directors, members of the Board of Directors, head of the Control Board, members of Control Board or controller; increase and decrease of the number of members of the Board of Directors and the Control Board;
12. Transfer, liquidation and handling of fixed assets;
13. Split, separation, merger, consolidation, dissolution, bankruptcy of the cooperative or union of cooperatives;
14. Amendment and supplementation of the charter;
15. Remuneration and bonuses of members of the Board of Directors or Control Board or controller; wages, salaries and bonuses of the Director (General Director), Deputy Director (Deputy General Director) and other managerial positions in accordance with the charter;
16. Termination of the status of member or member cooperative as prescribed at Point b, Clause 2, Article 16 of this Law.
17. Other contents requested by the Board of Directors, Control Board or controller, or by at least one-third of the total number of members or member cooperatives.
Question 16. Please indicate voting process in general meetings of members is done and the differences in comparison with the type of enterprise?
Answer:
Voting in in general meetings of members is one of the fundamental differences between the type of cooperative and the type of enterprise. For the type of business, the authority to decide on the management of a company is usually based on shareholder, a member with larger share of the capital, in other words, the power belongs to capital contributor. By contrast, for cooperatives, cooperative members have equal rights and equal voting rights regardless of their capital contribution in deciding the organization, management and operation of the cooperative.
In terms of voting for decisions, Article 34 of the Law on Cooperatives contains the following specific provisions:
The following contents are adopted by the general meeting of members when they are voted for by at least 75% of the total number of present deputies:
a/ Amendment and supplementation of the charter;
b/ Split, separation, merger, consolidation, dissolution or bankruptcy of the cooperative or union of cooperatives;
c/ Investment in or sale of assets with a value equal to or greater than 50% of the total value of assets recorded in the latest financial statement of the cooperative or the union of cooperatives.
The contents which are not mention above are adopted when they are voted for by more than 50% of the total number of deputies.
Question 17. Please indicate the role of the Boards of Directors of cooperatives, term of office of the Board of Directors and how the meeting of Board of Directors must be conducted?
Answer:
The Board of Directors of a cooperative is the management body of the cooperative 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.According to the provisions of Clause 2, Article 35 of the Cooperative Law,the term of office of the Board of Directors of a cooperative must be stipulated by the charter of the cooperative but must be at least 2 years and at most 5 years.
The meeting of the Board of Directors must be conducted as follows:
a) 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;
b) 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;
c) 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 cannot 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.
Question 18. Please indicate powers and tasks of the Board of Directors?
Answer:
Powers and tasks of the Board of Directors are stipulated in Article 36 of the Law on Cooperatives. Accordingly, the Board of Directors has the following powers and duties:
1. To decide on the organization of assisting divisions and units directly attached to the cooperative in accordance with the charter.
2. To implement resolutions of the general meeting of members and evaluate operation results of the cooperative.
3. 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 to report on its operation.
4. 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.
5. 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).
6. To transfer, liquidate and handle working assets of the cooperative according to the competence assigned by the general meeting of members.
7. To admit new members and solve the termination of the status of member specified at Point a, Clause 2, Article 16 of this Law and report them to the general meeting of members.
8. To evaluate the operation effectiveness of the Director (General Director) and Deputy Director (Deputy General Director).
9. 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.
10. 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.
11. 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.
12. To notify the members or member cooperatives of the resolutions and decisions of the general meeting of members and the Board of Directors;
13. To issue regulations on the operation of the Board of Directors to implement its assigned powers and tasks.
14. 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.
Question 19. Mr. Nguyen Van A is chairperson of the Board of Directors. Please indicate the powers and tasks of Mr. A as chairperson of the Board of Directors?
Answer:
Powers and tasks of the chairperson of the Board of Directors are stipulated in Article 37 of the Law on Cooperatives. Accordingly, the chairperson of the Board of Directors shall exercise the following powers and duties:
1. To act as legal representative of the cooperative.
2. To program and plan the operation of the Board of Directors and assign tasks to its members.
3. To prepare the content and agenda for, and convene and preside over the meetings of the Board of Directors and general meetings of members unless otherwise prescribed by this Law or the charter.
4. To take responsibility before the general meeting of members and the Board of Directors for the assigned tasks.
5. To sign documents of the Board of Directors as prescribed by law and the charter.
6. To implement other powers and tasks as prescribed by law and the charter.
Hoang Thanh Tuan
Source: Agency for Business Registration