Chương 2 Luật hợp tác xã 2012: Thành viên, hợp tác xã thành viên

Chapter II

MEMBERS AND MEMBER COOPERATIVES

Article 13. Conditions for becoming members or member cooperatives

1. Individuals, households and legal entities that wish to become members of a cooperative must meet the following conditions:

a/ Individuals are Vietnamese citizens or foreigners lawfully residing in Vietnam, are 18 years or older, have full civil act capacity; households have a lawful representative as prescribed by law; an agency or organization is a Vietnamese legal entity.

For a job creation cooperative, its members are individuals only;

b/ Having needs for cooperation with other members and for using products and services of the cooperative;

c/ Filing an application for voluntarily joining the cooperative and agreeing with its charter;

d/ Contributing capital as prescribed in Clause 1, Article 17 of this Law and the cooperative’s charter;

e/ Other conditions as prescribed by the cooperative’s charter.

2. A cooperative wishing to become a member of a union of cooperatives must meet the following conditions:

a/ Having needs for cooperation with other member cooperatives and for using products and services of the union of cooperatives;

b/ Filing an application for voluntarily joining and agreeing with the charter of the union of cooperatives;

c/ Contributing capital as prescribed in Clause 2, Article 17 of this Law and the charter of the union of cooperatives;

d/ Other conditions as prescribed by the charter of the union of cooperatives.

3. Individuals, households or legal entities can be members of more than one cooperative; cooperatives can be members of more than one union of cooperatives unless otherwise prescribed by the charters of cooperatives or unions of cooperatives.

4. The Government shall stipulate the conditions and procedures for becoming members of a cooperative for Vietnamese legal entities and foreign individuals who are lawfully residing in Vietnam.

Article 14. Rights of members and member cooperatives

1. To be supplied with products and services by their cooperative or union of cooperatives under service contracts.

2. To receive incomes distributed in accordance with this Law and the charter.

3. To enjoy benefits of their cooperative or union of cooperatives.

4. To attend or elect deputies for attending general meetings of members or member cooperatives.

5. To vote the contents within the rights of the general meeting of members as prescribed in Article 32 of this Law.

6. To self-nominate or nominate others as members of the Board of Directors, the Control Board or controller and other elected positions of their cooperative or union of cooperatives.

7. To propose and request the Board of Directors, Director (General Director), Control Board or controller to explain the operation of the cooperative or union of cooperatives; to request the Board of Directors, Control Board or controller to convene an extraordinary general meeting of members in accordance with this Law and the charter.

8. To be provided with necessary information relating to the operation of their cooperative or union of cooperatives; to receive supports in training, retraining and improvement of operational skills for activities of their cooperative or union of cooperatives.

9. To leave their cooperative or union of cooperatives as prescribed by the charter.

10. To be returned contributed capital upon leaving their cooperative or union of cooperatives in accordance with this Law and the charter.

11. To receive the remaining divided value of assets of their cooperative or union of cooperatives in accordance with this Law and the charter.

12. To lodge complaints and denunciations and initiate lawsuits in accordance with law.

13. Other rights as prescribed by the charter.

Article 15. Obligations of members and member cooperatives

1. To use products and services of their cooperative or union of cooperatives under service contracts.

2. To contribute fully and in due time capital as committed under the charter.

3. To take responsibility for debts and financial obligations of their cooperative or union of cooperatives within the scope of contributed capital in their cooperative or union of cooperatives.

4. To pay compensations for damages caused by themselves to their cooperative or union of cooperatives as prescribed by law.

5. To comply with the charter and regulation of their cooperative or union of cooperatives, resolutions of the general meetings of members or member cooperatives and decisions of the Boards of Directors of their cooperative or union of cooperatives.

6. Other obligations as prescribed by the charter.

Article 16. Termination of the status of member and member cooperative

1. The status of member or member cooperative is terminated upon occurrence of any of the following cases:

a/ A member who is an individual dies, is declared dead or missing by a court, has his/her civil act capacity restricted or lost, or is sentenced to imprisonment in accordance with law;

b/ A member that is a household no longer has a lawful representative as prescribed by law; a member that is a legal entity is dissolved or goes bankrupt; a member cooperative of a cooperative union is dissolved or goes bankrupt;

c/ The cooperative or union of cooperatives is dissolved or goes bankrupt;

d/ A member or member cooperative voluntarily leaves the cooperative or union of cooperatives;

e/ A member or member cooperative is expelled as prescribed by the charter;

f/ A member or member cooperative does not use products or services for a continuous time prescribed by the charter, but not more than 3 years. For a job creation cooperative, a member does not work for a continuous time prescribed by the charter, but not more than 2 years;

g/ At the committed time of full capital contribution, a member or member cooperative does not contribute or has contributed capital less than the minimum contributed capital specified in the charter;

h/ Other cases as prescribed by the charter.

2. The competence to terminate the status of member or member cooperative is as follows:

a/ For the cases specified at Points a, b, c, d and f, Clause 1 of this Article, the Board of Directors shall make decision and report to the coming general meeting of members;

b/ For the cases specified at Points e, g and h, Clause 1 of this Article, the Board of Directors shall request the general meeting of members to make decision after consulting the Control Board or controller.

3. The settlement of the benefits and obligations toward members or member cooperatives in the case of termination of the status of member or member cooperative must comply with this Law and the charter.

Article 17. Contribution of charter capital and certificates of capital contribution

1. For cooperatives, contributed capital of a member must comply with the agreement and the charter, but must not exceed 20% of the charter capital of the cooperative.

2. For unions of cooperatives, contributed capital of a member cooperative must comply with the agreement and the charter, but must not exceed 30% of the charter capital of the cooperative union.

3. The time limit for, form and level of capital contribution are prescribed in the charter, but the time limit for full capital contribution must not exceed 6 months from the date the cooperative or union of cooperatives is issued a certificate of registration or from the date of admission.

4. When fully contributing capital, a member or member cooperative shall be issued a certificate of capital contribution by his/her/its cooperative or union of cooperatives. A certificate of capital contribution has the following principal contents:

a/ Name and address of the head office of the cooperative or union of cooperatives;

b/ Number and date of issue of the certificate of registration of the cooperative or union of cooperatives;

c/ Full name, permanent address, nationality, identity card or passport number of the individual member or lawful representative of the household.

For a member being a legal entity, to specify its name, head office, number of the establishment decision or registration number; and the full name, permanent address, nationality, identity card or passport number of its at-law representative. For a member cooperative, to specify its name, head office, number of the certificate of registration of the member cooperative; the full name, permanent address, nationality, identity card or passport number of its at-law representative;

d/ Total contributed capital and time of contribution;

e/ Full name and signature of the at-law representative of the cooperative or union of cooperatives.

5. The order and procedures for issuance, re-issuance, change and revocation of certificates of contributed capital are prescribed in the charter.

Article 18. Return and inheritance of contributed capital

1. Cooperatives or unions of cooperatives shall return contributed capital to their members or member cooperatives upon termination of the status of member or member cooperative or return the capital amount in excess of the maximum contributed capital when the contributed capital of members or member cooperatives exceeds the maximum capital prescribed in Clause 1 or 2, Article 17 of this Law.

2. In case an individual member dies, if his/her heirs satisfy the conditions prescribed by this Law and the charter and voluntarily participate in the cooperative, they may become members and continue to exercise the rights and perform the obligations of members. If they do not wish to participate in the cooperatives, they are entitled to inherit the dead member’s contributed capital in accordance with law.

In case of an individual member is declared missing by a court, his/her contributed capital must be returned and his/her assets be managed in accordance with law.

3. In case an individual member is declared by a court to have his/her civil act capacity restricted or lost, his/her contributed capital must be returned through a guardian.

4. In case a member being a legal entity or a member cooperative is separated, split up, consolidated, merged, dissolved or bankrupt, the return or inheritance of its contributed capital must comply with law.

5. In case there is no person to inherit the contributed capital of an individual member or his/her heirs refuse to inherit or are deprived of the right to inherit his/her contributed capital, the contributed capital must be handled in accordance with law.

6. In case the heirs voluntarily leave their inheritance to the cooperative, such contributed capital must be included in the undivided assets of the cooperative.