Chapter IV
ORGANIZATION AND MANAGEMENT OF COOPERATIVES
Article 21.- Congress of cooperative members
1. The congress of cooperative members shall be the highest decision-making body of a cooperative.
2. A cooperative with many members may organize a congress of delegates of cooperative members; the election of delegates to the congress shall be prescribed by the cooperative's charter. The congress of delegates of cooperative members and the congress of all cooperative members (hereinafter referred collectively to as the congress of cooperative members) are equal in rights and tasks.
3. The regular congress of cooperative members shall be convened once a year by the Managing Board within three months after the annual settlement books are closed.
4. The extraordinary congress of cooperative members shall be convened by the cooperative's Managing Board or Control Board to decide on necessary issues which fall beyond the powers of the Managing Board or the Control Board.
In cases where at least one-third of the total number of cooperative members file their written requests altogether to the Managing Board or the Control Board for the convention of the congress of cooperative members, within fifteen days after fully receiving the requests, the Managing Board must convene the extraordinary congress of cooperative members; if past this time limit, the Managing Board fails to convene the congress, the Control Board must convene the extraordinary congress of cooperative members to settle matters raised in the written requests.
Article 22.- Contents of the congress of cooperative members
The congress of cooperative members shall discuss and decide on the following issues:
1. Criteria set for cooperative members when joining the cooperative;
2. Annual report on the cooperative's production/business situation, report on activities of the Managing Board and the Control Board;
3. Report on financial publicity, planned distribution of incomes, and handling of losses and debts;
4. Production/business orientations and plans;
5. Minimum capital; charter capital increase or reduction; competence and modes for capital mobilization;
6. Determination of value of the cooperative's common assets under the provisions of Clause 3, Article 35 of this Law;
7. Distribution of profits according to the contributed capital and labor as well as the extent of using services by cooperative members; the cooperative's funds;
8. Separate or non-separate establishment of the cooperative's managerial apparatus and executive apparatus under the provisions at Point c, Clause 3, Article 11 of this Law;
9. Election or dismissal of the Managing Board, the Managing Board's head, the Control Board, and the Control Board's head;
10. Adoption of the admission of new cooperative members and permission of cooperative members to leave the cooperative; decision on expulsion of cooperative members;
11. Reorganization or dissolution of the cooperative;
12. Amendment of the cooperative's charter or internal regulations;
13. Levels of remunerations, salaries and bonuses for the head and other members of the Managing Board, the manager and deputy managers of the cooperative, the head and other members of the Control Board, and other titles of the cooperative;
14. Subjects for whom the cooperative pays social insurance premiums under the State's policy on compulsory social insurance;
15. Other issues which are proposed by the Managing Board, the Control Board or at least one-third of the total number of cooperative members.
Article 23.- Stipulations on the number of delegates and the voting 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 delegates of cooperative members; in cases where the number of cooperative members is insufficient, the congress must be postponed; the Managing Board or the Control Board must reconvene the congress of cooperative members.
2. The decision on amendment of the charter, reorganization or dissolution of the cooperative shall be adopted when it is voted for by at least three-fourths of the total number of cooperative members or delegates of cooperative members present at the congress. Decisions on other issues shall be adopted when they are voted for by more than half of the total number of delegates present at the congress.
3. The voting at the congress of cooperative members and conferences of cooperative members shall not depend on the contributed capital or positions of the members in the cooperative. Each cooperative member or delegate of cooperative member has only one vote.
Article 24.- 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 member of the time, venue and agenda of the congress. The congress of cooperative members shall discuss and decide on the issues already put on the congress's agenda and arising issues proposed by at least one-third of the total number of cooperative members.
Article 25.- A cooperative's Managing Board
1. A cooperative's Managing Board is the cooperative-managing body, elected directly by the congress of cooperative members, consisting of the head and other members. The number of the Managing Board's members shall be prescribed by the cooperative's charter.
2. The term of the cooperative's Managing Board shall be prescribed by the cooperative's charter, which shall be at least two years and not exceed five years.
3. The cooperative's Managing Board shall hold a meeting at least once a month, which is convened and presided over by the Managing Board's head or an authorized member. The cooperative's Managing Board shall hold an extraordinary meeting at the request of one-third of the Managing Board's members, the Managing Board's head, the Control Board's head, or the cooperative manager. A meeting of the cooperative's Managing Board shall be regarded as valid when it is attended by at least two-thirds of the number of the Managing Board's members. The cooperative's Managing Board shall operate on the principles of collectivism and make decisions by majority. In cases where the number of votes for equals the number of votes against, the number of votes on the side of the person who presides over the meeting shall be decisive.
Article 26.- Criteria and conditions of members of the cooperative's Managing Board
A member of the Managing Board must be a cooperative member, possessing good moral qualities and having qualifications and capability to manage the cooperative.
The Managing Board's members must not be concurrently members of the Control Board, the cooperative's chief accountants or cashiers, or the parents, spouses, children or siblings thereof; other criteria and conditions (if any) shall be prescribed by the cooperative's charter.
Article 27.- Setting-up of managerial-cum-executive apparatus by cooperatives
1. The Managing Board shall have the following rights and tasks:
a/ To appoint or dismiss the cooperative's deputy managers at the proposal of the cooperative's manager;
b/ To appoint, dismiss, hire or terminate the contract on hiring, chief accountant (if this title exists in the cooperative);
c/ To decide on the organizational structures of professional sections of the cooperative;
d/ To organize the implementation of the resolution of the congress of cooperative members;
dd/ To prepare the reports on the cooperative's production and/or business plans, capital mobilization and profit distribution, and report on the Managing Board's operation for submission to the congress of cooperative members;
e/ To prepare the agenda of the congress of cooperative members and convene the congress of cooperative members;
g/ To evaluate the cooperative's production and/or business results; to approve the financial settlement report for submission to the congress of cooperative members;
h/ To organize the performance of the cooperative's rights and obligations defined in Articles 6 and 7 of this Law;
i/ To consider the admission of new cooperative members and permit cooperative members to leave the cooperative (except for cases where cooperative members are expelled) and report such to the congress of cooperative members for adoption;
k/ To represent the owner of assets of the cooperative and its dependent enterprises if the cooperative has its dependent enterprises;
l/ To examine and evaluate the work of the manager and deputy managers of the cooperative under the Managing Board's decisions;
m/ To bear responsibility for its own decisions before the congress of cooperative members and law;
n/ To perform other rights and tasks prescribed by the cooperative's charter.
2. The cooperative manager shall have the following rights and tasks:
a/ To represent the cooperative according to law;
b/ To realize production and/or business plans and run daily activities of the cooperative;
c/ To organize the implementation of decisions of the cooperative's Managing Board;
d/ To appoint, dismiss, and assign tasks to, titles in the cooperative's Managing Board, except for titles falling under the competence of the congress of cooperative members and the cooperative's Managing Board;
dd/ To sign contracts in the name of the cooperative;
e/ To submit the annual financial settlement report to the cooperative's Managing Board;
g/ To propose to the Managing Board the plan on organizational structure of the cooperative;
h/ To recruit labor, except for cases falling under the competence of the cooperative's Managing Board;
i/ To exercise other rights prescribed in the cooperative's charter and resolution of the congress of cooperative members;
k/ To bear responsibility before the congress of cooperative members and the Managing Board for his/her assigned tasks;
When being absent, the cooperative manager shall authorize a deputy manager or a member of the Managing Board to administer the cooperative's activities.
Article 28.- Separate establishment of managerial apparatus and executive apparatus by the cooperative
1. The Managing Board shall have the following rights and tasks:
a/ To appoint, dismiss, hire, or terminate the contract on hiring, the cooperative manager according to the resolution of the congress of cooperative members;
b/ To appoint and dismiss deputy managers of the cooperative at the proposal of the cooperative manager.
Apart from the above-said rights and tasks, the cooperative's Managing Board shall also have the rights and tasks prescribed at Points b, c, d, e, f, g, h, i, j, k, l and m, Clause 1, Article 27 of this Law.
2. The head of the cooperative's Managing Board shall have the following rights and tasks:
a/ To represent the cooperative according to law;
b/ To elaborate programs and plans on operation of the Managing Board;
c/ To convene and preside over meetings of the Managing Board and the congress of cooperative members;
d/ To bear responsibility before the congress of cooperative members and the Managing Board for his/her assigned tasks;
dd/ To sign decisions of the congress of cooperative members and the Managing Board;
e/ To exercise other rights and perform other tasks prescribed by the cooperative's charter.
3. The cooperative manager shall have the following rights and tasks:
a/ To realize production and/or business plans and run daily activities of the cooperative;
b/ To organize the implementation of decisions of the cooperative's Managing Board;
c/ To sign contracts in the name of the cooperative under the authorization of the cooperative's Managing Board;
d/ To submit the annual financial settlement report to the cooperative's Managing Board;
dd/ To propose to the Managing Board the plan on organizational structure of the cooperative;
e/ To recruit labor under the authorization of the cooperative's Managing Board;
g/ To exercise other rights prescribed in the cooperative's charter, the resolution of the congress of cooperative members or contracts signed with the cooperative's Managing Board.
When being absent, the cooperative manager shall authorize a deputy manager to administer the cooperative's activities.
In cases where the cooperative manager is a cooperative member or a member of the cooperative's Managing Board, apart from fully exercising the rights and performing the tasks of a cooperative manager as prescribed by this Article, he/she shall also have to exercise the rights and fulfill the obligations of a cooperative member or member of the cooperative's Managing Board.
In cases where the cooperative manager is hired, he/she shall have to fully exercise the rights and perform the tasks of a cooperative manager prescribed in this Article and the contract on hiring the cooperative manager. The cooperative manager shall be entitled to participate in the Managing Board's meetings and congress of cooperative members but not entitled to vote or enjoy other rights of a cooperative member or member of the cooperative's Managing Board.
Article 29.- The Control Board
1. The Control Board is the body which supervises and examines all activities of the cooperative strictly according to law and the cooperative's charter.
2. The Control Board shall be elected directly by the congress of cooperative members. The number of the Control Board's members shall be prescribed by the cooperative's charter; a cooperative with few members may elect only one controller.
3. The criteria of a member of the Control Board are the same as those of a member of the Managing Board. The Control Board members must not be concurrently members of the Managing Board, chief accountants or cashiers of the cooperative, or must not be the parents, spouses, children or siblings thereof.
4. The term of office of the Control Board corresponds with that of the Managing Board.
Article 30.- Rights and tasks of the Control Board
The Control Board shall have the following rights and tasks:
1. To examine the observance of the cooperative's charter and internal regulations as well as the resolution of the congress of cooperative members;
2. To supervise activities of the Managing Board, the cooperative manager and cooperative members strictly according to law as well as the cooperative's charter and internal regulations;
3. To examine finance, book-keeping, income distribution, handling of losses, use of cooperative's funds, use of assets, loan capital and supports of the State;
4. To receive complaints and denunciations related to the cooperative's activities; settle, or propose competent bodies to settle, such complaints and denunciations according to the provisions of the cooperative's charter;
5. To attend the Managing Board's meetings;
6. To notify the cooperative's Managing Board of examination results and report them before the congress of cooperative members; to propose the Managing Board and the cooperative manager to redress weaknesses in the cooperative's production and/or business activities and handle violations of the cooperative's charter and internal regulations;
7. To request relevant persons in the cooperative to provide documents, books, vouchers and necessary information in service of the examination work but not to use such documents or information for other purposes;
8. To prepare the agenda of, and convene, the extraordinary congress of cooperative members in one of the following cases where:
a/ The Managing Board fails to take or inefficiently takes measures to preclude acts of violating law, the cooperative's charter or internal regulations, or the resolution of the congress of cooperative members as requested by the Control Board;
b/ The Managing Board fails to convene the extraordinary congress of cooperative members at the requests of the cooperative members prescribed in Clause 4, Article 21 of this Law.
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