Chapter IV
ORGANIZATION AND MANAGEMENT OF THE COOPERATIVE
Article 26.- The Congress of cooperative members
1. The Congress of cooperative members is the highest decision making body of the cooperative.
2. A cooperative with a large membership may organize a Congress of delegates of cooperative members; the election of delegates to the Congress shall be stipulated by the Statute of the cooperative. The Congress of delegates of the cooperative members has the same powers and responsibilities as the Congress of all cooperative members.
3. The regular Congress of cooperative members shall be convened once a year by the Managing Board within three months from the closing date of the annual financial accounting.
4. The extraordinary Congress of cooperative members shall be convened by the Managing Board or the Control Board of the cooperative to make decisions on necessary issues that are beyond the powers of the Managing Board or the Control Board.
If at least one third of the total number of cooperative members request the Managing Board or the Control Board to convene a Congress of cooperative members within fifteen days from the date of receipt of the request, the Managing Board shall have to convene the Congress of cooperative members; if past that time limit the Managing Board still fails to convene the Congress, the Control Board shall convene the extraordinary Congress of cooperative members to settle the issues mentioned in the request.
Article 27.- The contents of the Congress of cooperative members
The Congress of cooperative members shall discuss and make decisions on the following issues:
1. The annual report on the results of the production, business and service activities of the cooperative, the report on the activities of the Managing Board and the Control Board;
2. The open statement on the finance and accounts, the draft plan of profit sharing and settlement of losses;
3. Orientation of production, business and services; the cooperative's plan of operation and capital mobilization for the next year;
4. The increase or decrease of the statutory capital; the setting up of funds of the cooperative;
5. To elect a new Manager and relieve the incumbent Manager of the cooperative from his/her post; to elect supplementary members or dismiss incumbent members of the Managing Board and the Control Board;
6. Approving the admission of new cooperative members and allowing one or several cooperative members to leave the cooperative; expelling one or several cooperative members;
7. Merger, splitting or dissolution of the cooperative;
8. Amending the Statute and regulations of the cooperative;
9. The level of remuneration for the Manager and other members of the Managing Board, Control Board and other posts in the cooperative;
10. Other issues proposed by the Managing Board, the Control Board or at least one third of the cooperative members.
Article 28.- The mandatory number of delegates and the voting rules at the Congress of cooperative members
1. The Congress of cooperative members must be attended by at least two thirds of the total number of cooperative members or of the total number of the delegates of cooperative members. If the number of participants falls short of this level, the Congress must be postponed; the Managing Board or the Control Board must reconvene the Congress.
2. The decisions on the Statute amendment, the merger, splitting or dissolution of the cooperative shall be adopted only when at least three fourths of the cooperative members present at the Congress vote in its favor. The decisions on other issues shall be adopted when they are voted for by more than one half of the delegates present at the Congress.
3. The voting at the Congress of cooperative members and meetings of cooperative members shall not depend on the capital contributions or the positions of the cooperative members in the cooperative. Each cooperative member or delegate of cooperative members has only one vote.
Article 29.- Notification on convening the Congress of cooperative members
At least ten days before the opening of the Congress of cooperative members, the convening body must notify each cooperative member or delegate of cooperative members of the date and venue of the meeting and the agenda of the Congress. The Congress shall discuss and make decision only on the issues that have been put on the agenda of the Congress and the new issues proposed by at least one third of the cooperative members.
Article 30.- The Managing Board of the cooperative
1. The Managing Board is the body that manages and handles the daily work of the cooperative, elected directly by the Congress of cooperative members. It shall be composed of the Manager of the cooperative and other members. The number of members of the Managing Board shall be determined by the Statute of the cooperative. The cooperative with less than fifteen members can elect only the Manager to carry out the tasks and powers of the Managing Board. A large cooperative can elect the Managing Council to carry out the tasks and powers of the Managing Board as stipulated in this Law.
2. The term of office of the Managing Board of the cooperative shall be stipulated by the Statute of the cooperative, but shall not be less than two years and shall not exceed five years.
3. The Managing Board shall hold a meeting at least once every month, convened and presided over by the Manager or another member of the Board who is authorized by the Manager. A meeting of the Managing Board shall be regarded as valid only when it is attended by two thirds of the members of the Board. The Managing Board shall operate in accordance with the principles of collective work and majority vote. In case the number of votes for equals the number of votes against, the decision shall be made according to the vote of the person who presides over the meeting.
Article 31.- The criteria of a member of the Managing Board
A member of the Managing Board must be a cooperative member having the necessary professional qualification, the ability to manage the cooperative and ethical qualities.
A member of the Managing Board shall not be at the same time a member of the Control Board, or the Chief Accountant or Cashier of the cooperative, or their parents, spouses, children, biological brothers or sisters; other criteria (if any) shall be stipulated by the Statute of the cooperative.
Article 32.- The duties and powers of the Managing Board
1. The Managing Board has the following duties and powers:
a) To select and appoint the Chief Accountant, decide the organizational structure of the specialized bodies of the cooperative;
b) To organize the implementation of the resolutions of the Congress of the cooperative members;
c) To prepare the report on the cooperative's plan for production, business, services and capital mobilization, the report on the activities of the Managing Board, which will be submitted to the Congress of cooperative members;
d) To prepare the agenda of the Congress of cooperative members and convene the Congress of cooperative members;
dd) To appraise the results of production, business and service activities of the cooperative; approve the financial statement to be submitted to the Congress of cooperative members;
e) To consider the admission of new cooperative members and allow members to leave the cooperative (except for the expulsion of cooperative members), then report to the Congress of cooperative members for approval.
g) Other duties and powers as stipulated by the Statute of the cooperative.
2. The Managing Board shall be responsible for its decisions before the Congress of cooperative members and law.
Article 33.- Duties and powers of the Manager of the cooperative
1. The Manager of the cooperative has the following duties and powers:
a) To represent the cooperative before law;
b) To organize the implementation of the plan and manage all production, business and service activities of the cooperative;
c) To convene and preside over the meetings of the Managing Board; organize the implementation of the resolutions of the Congress of cooperative members and the decisions of the Managing Board;
d) To organize the exercise of the rights and obligations of the cooperative as stipulated in Articles 8 and 9 of this Law.
2. The Manager of the cooperative shall be responsible before the Congress of cooperative members and the Managing Board for the work assigned to him/her.
In his/her absence, the Manager of the cooperative can authorize the Deputy Manager or a member of the Managing Board to manage the work of the cooperative.
3. The post of Deputy Manager of the cooperative shall be stipulated by the Statute of the cooperative.
Article 34.- The Control Board
1. The Control Board is the body which supervises and controls all activities of the cooperative in conformity with law and the Statute of the cooperative.
2. The Control Board shall be directly elected by the Congress of cooperative members. The number of its members shall be stipulated by the Statute of the cooperative. The Control Board shall elect its Chairman to manage its work; a cooperative with a small membership may elect only one comptroller.
3. The qualifications of the members of the Control Board are similar to those of the members of the Managing Board. A member of the Managing Board cannot be at the same time a member of the Control Board, Chief Accountant or Cashier of the cooperative. Neither can their spouse, parents, children, biological brothers or sisters hold such posts.
4. The term of office of the Control Board corresponds with that of the Managing Board.
Article 35.- Duties and powers of the Control Board
The Control Board has the following duties and powers:
1. To examine the observance of the Statute, regulations of the cooperative and resolutions of the Congress of cooperative members;
2. To supervise the activities of the Managing Board, the Manager of the cooperative and cooperative members in accordance with law, the Statute and regulations of the cooperative;
3. To examine the finance, accounts, distribution of income, settlement of losses and the use of the funds of the cooperative, use of properties, borrowed capital and subsidies from the State;
4. To receive and settle complaints and denunciations related to the work of the cooperative;
5. To be entitled to attend meetings of the Managing Board;
6. To notify the Managing Board of the results of the control and report them at the Congress of cooperative members; to suggest measures for the Managing Board, the Manager of the cooperative to overcome weaknesses in production, business and services of the cooperative and settle the violations of the Statute and regulations of the cooperative;
7. To demand the concerned persons in the cooperative to provide necessary accounts, documents, vouchers and necessary information to serve the control work, but not to use such documents and information for other purposes.
8. To prepare the agenda for the Extraordinary Congress of cooperative members, which shall be convened in one of the following cases:
a) The Managing Board fails to apply or inefficiently applies prevention measures against acts of violation of the law, the Statute or regulations of the cooperative and the resolutions of the Congress of cooperative members as requested by the Control Board;
b) The Managing Board fails to convene the Extraordinary Congress of cooperative member at the request of the cooperative members as stipulated in Clause 4, Article 26 of this Law.
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Luật hợp tác xã 1996 (Bản Word)