Chương V Luật hợp tác xã 2023: Tổ chức quản trị của hợp tác xã, liên hiệp hợp tác xã

Chapter V

MANAGEMENT MODELS OF COOPERATIVES AND COOPERATIVE UNIONS

Section 1. MANAGEMENT MODEL AND GENERAL MEETING OF MEMBERS

Article 56. Management model

1. Cooperatives and cooperative unions shall be managed adopting two management models as follows:

a) The fully-organized management model consists of the GMM, Board of Directors, Director (General Director), and Board of Controllers. The Chairperson of the Board of Directors may concurrently hold the position of Director (General Director);

b) The simplified management model consists of the GMM, Director and Controller.

2. A small, medium or large cooperative or cooperative union that has 10 members or more must adopt the fully-organized management model.

3. A micro cooperative or cooperative union that has less than 10 members may adopt either fully-organized management model or simplified management model.

4. In case a cooperative or cooperative union that is adopting the simplified management model is developed into a small, medium or large cooperative or cooperative union that has 10 members or more, the adoption of the fully-organized management model must be decided in the nearest GMM.

Article 57. General Meeting of Members (GMM)

1. The GMM of a cooperative or cooperative union is its supreme governing body. The GMM shall be convened annually and whenever necessary. In case of simplified management model, the GMM shall be convened on a periodical basis as prescribed in the cooperative or cooperative union's charter but at least every 03 months and on an ad hoc basis.

2. The GMM shall be held in the form of a plenary meeting or delegate meeting. If the meeting of the GMM is held in the form of a plenary meeting, official members will attend and vote at the meeting. If the meeting of the GMM is held in the form of a delegate meeting, delegates representing official members will attend and vote at the meeting. The GMM of a cooperative or cooperative union that has a total of at least 50 official members may be held in the form of a delegate meeting.

Contributing members and non-contributing members may be invited to the meeting of the GMM.

3. The meeting of the GMM may be on-site meeting, online meeting or hybrid meeting.

4. The minutes of the meeting of the GMM shall be compulsory while their audio and video recordings are optional. These materials shall be provided at the request of members. The minutes must bear signatures of the chair and secretary of the meeting. In case the chair and the secretary refuse to sign the minutes, the minutes shall be effective if they are signed by more than 50% of the members participating in the meeting. In this case, the minutes shall clearly state the refusal by the chair and the secretary to sign them. The persons who sign the minutes shall be jointly responsible for the accuracy and truthfulness of the minutes.

Article 58. Delegates participating in delegate meeting

1. Eligibility requirements and procedures for election of delegates to participate in the delegate meeting are provided in the cooperative or cooperative union’s charter.

2. The number of delegates participating in the delegate meeting shall comply with the cooperative or cooperative union’s charter, provided that:

a) It shall not be fewer than 50% of total official members of the cooperative or cooperative union that has a total of more than 50 to 100 official members;

b) It shall not be fewer than 30% of total official members of the cooperative or cooperative union that has a total of more than 100 to 300 official members;

c) It shall not be fewer than 20% of total official members of the cooperative or cooperative union that has a total of more than 300 to 1.000 official members;

d) It shall not be fewer than 200 delegates of the cooperative or cooperative union that has a total of more than 1.000 official members.

3. Delegates participating in the delegate meeting must express opinions and aspirations of and communicate the congress’s results to members that they represented.

Article 59. Convening GMM

1. The Board of Directors (in case of fully-organized management model) or Director (in case of simplified management model) shall convene the annual GMM within 04 months from the end of the fiscal year.

2. In case of fully-organized management model, an extraordinary meeting of the GMM shall be convened in the following cases:

a) It is convened by the Board of Directors to settle the matters beyond their jurisdiction;

b) It is convened by the Board of Directors at the request of the Board of Controllers or at least one third of total official members of the cooperative or cooperative union;

c) It is convened by Chairperson of the Board of Directors in case a periodical meeting of the Board of Directors cannot be held after it has been convened twice.

3. In case of simplified management model, an extraordinary meeting of the GMM shall be convened by the Director:

a) to settle matters beyond his/her jurisdiction; or

b) at the request of the Controller or at least one third of total official members of the cooperative or cooperative union.

4. An extraordinary meeting of the GMM in the case specified in Point b Clause 2 or Point b Clause 3 of this Article shall be convened as follows:

a) Within 15 days from the receipt of the request of the Board of Controllers or Controller or at least one third of total official members of the cooperative or cooperative union, the Board of Directors or Director shall convene the extraordinary meeting of the GMM;

b) If Board of Directors or Director fails to convene the extraordinary meeting of the GMM within the time limit specified in Point a of this Clause or fails to convene the annual GMM within 04 months from the end of the fiscal year, the Board of Controllers or Controller shall be entitled to convene the extraordinary meeting of the GMM;

c) If the Board of Controllers or Controller fails to convene the extraordinary meeting of the GMM within 15 days as prescribed in Point b of this Clause, the member representing at least one third of total official members of the cooperative or cooperative union shall be entitled to convene the GMM. The record of appointment of this representative must be made and bear signatures of all members that request the convening of the GMM.

5. In case the Board of Directors or Director fails to convene the GMM as prescribed in Clause 1 and Point a Clause 4 of this Article, they shall pay compensation for damage incurred by the cooperative or cooperative union in accordance with regulations of law and the cooperative or cooperative union’s charter.

In case the Board of Controllers or Controller fails to convene the GMM as prescribed in Point b Clause 4 of this Article, they shall pay compensation for damage incurred by the cooperative or cooperative union in accordance with regulations of law and the cooperative or cooperative union’s charter.

6. The meeting of the GMM shall be chaired by the person that convenes it, unless another chair is elected by the GMM.

7. The meeting of the GMM shall be conducted when it is participated in by at least 50% of its total official members or total delegates appointed. If the required number of participants is not sufficient, the meeting of the GMM shall be postponed.

In case the conditions for conducting the first meeting are not fulfilled, the second meeting will be convened within 30 days from the planned opening date of the first meeting. The second meeting of the GMM shall be conducted when it is participated in by at least 33% of its total official members or total delegates appointed.

In case the conditions for conducting the first meeting are not fulfilled, the third meeting will be convened within 20 days from the planned opening date of the second meeting. In this case, the meeting of the GMM shall be conducted regardless of the number of participants.

Article 60. Preparing for GMM

1. The person who convenes the GMM shall prepare a list of members/delegates entitled to participate in the meeting; draw up the meeting agenda, prepare documents and draft the resolution of the meeting; send the invitation to each member at least 03 days before the planned opening date of the meeting. The invitation shall specify the time, location, method and agenda of the meeting. The invitations to the meeting can be sent physically, electronically or by another method prescribed in the cooperative or cooperative union’s charter.

2. A content of the meeting agenda may be modified according to written proposal by at least one third of total official members. Such a written proposal must be sent to the person who convenes the meeting at least 02 days before the planned opening date of the meeting, unless otherwise prescribed in the cooperative or cooperative union’s charter. It must contain full name of the official member that makes the proposal and proposed contents.

3. The person who convenes the GMM is entitled to refuse the proposal specified in Clause 2 of this Article in the following cases:

a) The proposal is not sent by the prescribed deadline;

b) The proposal is made for an issue other than those to be considered at the GMM;

c) The proposed content is beyond the jurisdiction of the GMM;

d) Other cases prescribed by the cooperative or cooperative union’s charter.

4. The person who convenes the GMM must report the refused proposals to the GMM before deciding the meeting agenda.

Other proposed contents must be included in the draft agenda. The official agenda must be approved by the GMM by voting.

Article 61. Participating in and voting at meetings of GMM

1. It will be considered that a member or delegate participates in and votes at the meeting of the GMM in the following cases:

a) He/she directly participates in and votes at the meeting;

b) He/she participates and votes online;

c) He/she authorizes another organization or individual to participate in and vote at the meeting.

2. Each of the following contents will be ratified by the GMM when it is voted for by at least 65% of total members or delegates who participate in and vote at the meeting as prescribed in Clause 1 of this Article:

a) Revisions to the cooperative or cooperative union’s charter;

b) Investment in or sale of distributed assets whose value is equal to or greater than 20% of total value of assets written in the latest financial statements of the cooperative or cooperative union; investment in or sale of undistributed assets;

c) Changes in the management model of the cooperative or cooperative union;

d) Reorganization, dissolution or bankruptcy of the cooperative or cooperative union.

3. A content other than those specified in Clause 2 of this Article will be ratified when it is voted for by at least 50% of total members or delegates who participate in and vote at the meeting as prescribed in Clause 1 of this Article.

4. In case of a cooperative’s GMM, each official member participating in the plenary meeting shall have one vote of equal effect regardless of their stakes and position. Each delegate participating in the delegate meeting shall have a number of votes equal to the number of members that he/she represents.

5. In case of a cooperative union’s GMM, each official member or delegate participating in the meeting may have an equal or different number of votes depending on the number of official members of its member cooperatives prescribed in the cooperative union’s charter.

6. Votes casted and the record of the vote counting conducted at the meeting of the GMM must be retained.

Article 62. Eligibility requirements to be fulfilled by members of Board of Directors, Director (General Director), members of Board of Controllers or Controller, Accountant

1. To become a member of the Board of Directors of a cooperative or cooperative union, a person must meet the following requirements:

a) He/she is an official member or legal or authorized representative of the organization that is an official member of that cooperative or cooperative union;

b) He/she is not holding the position of a member of the Board of Controllers or Controller, chief accountant or cashier of that cooperative or cooperative union;

c) He/she is not a relative of any other member of the Board of Directors, any member of the Board of Controllers or Controller, chief accountant or cashier of that cooperative or cooperative union.

2. The Director (General Director) of a cooperative or cooperative union must meet the following requirements:

a) He/she is an official member or legal or authorized representative of the organization that is an official member of that cooperative or cooperative union. The cooperative or cooperative union that adopts the fully-organized management model may hire the Director (General Director) as decided by its GMM.

b) He/she is not holding the position of a member of the Board of Controllers or Controller, chief accountant or cashier of that cooperative or cooperative union;

c) He/she is not a relative of any member of the Board of Controllers or Controller, chief accountant or cashier of that cooperative or cooperative union.

3. To become a member of the Board of Controllers or a Controller of a cooperative or cooperative union, a person must meet the following requirements:

a) He/she is an official member or legal or authorized representative of the organization that is an official member of that cooperative or cooperative union;

b) He/she is not holding the position of a member of the Board of Directors, Director (General Director), chief accountant or cashier of that cooperative or cooperative union;

c) He/she is not a relative of any member of the Board of Directors, any other member of the Board of Controllers or Controller, Director (General Director), chief accountant or cashier of that cooperative or cooperative union.

4. The following persons are banned from holding the position of a member of the Board of Directors, Director (General Director), or a member of the Board of Controllers or Controller:

a) A person is facing criminal prosecution, kept in temporary detention, serving an imprisonment sentence, serving an administrative penalty in a correctional institution or rehabilitation center, or is prohibited by the court from holding certain positions or doing certain works; or

b) Other persons prescribed by law and the cooperative or cooperative union’s charter.

5. The chief accountant or person in charge of accounting works must have professional qualifications in accounting as prescribed by the Law on accounting.

Article 63. Dismissal, discharge or termination of employment contracts of title holders of cooperatives or cooperative unions

1. The person holding the title of a member of the Board of Directors, a member of the Board of Controllers or Controller, or Director (General Director) shall be dismissed, discharged or has his/her employment contract terminated in one of the following cases:

a) He/she no longer satisfies the requirements laid down in Article 62 of this Law;

b) He/she has submitted a resignation which has been also accepted;

c) He/she is incapacitated, has limited capacity for civil acts or has difficulty in awareness or control of his/her own acts;

d) The organization of which the Director (General Director), the member of the Board of Controllers or Controller acts as representative fails to maintain its juridical person status, ceases to exist, or is dissolved or declared bankrupt;

dd) Other cases prescribed by law, the cooperative or cooperative union’s charter and the signed employment contract.

2. The member of the Board of Directors, the Director (General Director), the member of the Board of Controllers or Controller who is dismissed, discharged or has his/her employment contract terminated shall still assume responsibility for decisions issued while he/she held such a position.

Section 2. FULLY-ORGANIZED MANAGEMENT MODEL

Article 64. Powers of GMM under fully-organized management model

1. Ratify the orientation for development of the cooperative or cooperative union; revisions to the charter; reports on performance of the Board of Directors and of the Board of Controllers; annual financial statements; business plans.

2. Ratify the plan for income distribution and settlement of losses/debts; contributions to undistributed fund and other funds; plan to pay remunerations, salaries, wages, bonuses and other benefits to members of the Board of Directors, Director (General Director), members of the Board of Controllers, holders of other managerial positions, and employees.

3. Ratify the investment in or sale of distributed assets whose value is equal to or greater than 20% of total value of assets written in the latest financial statements of the cooperative or cooperative union; investment in or sale of undistributed assets.

4. Ratify the capital contribution, purchase of shares, and establishment of enterprises, joint ventures or associations; participation in other cooperatives, cooperative unions and representative bodies.

5. Ratify increase or decrease in charter capital and minimum capital contribution; mobilization of capital; partial or entire return of stakes; results of valuation of assets and undistributed assets; regulations on management and use of assets and funds.

6. Ratify the management model; internal management regulations; regulations on operation of the Board of Directors and of the Board of Controllers; decide the number of members of the Board of Directors, the number of members of the Board of Controllers, and the number of legal representatives of the cooperative or cooperative union; reorganization, dissolution, or bankruptcy of the cooperative or cooperative union.

7. Elect and dismiss members of the Board of Directors, members of the Board of Controllers, Head of the Board of Controllers; legal representatives. Elect, dismiss or authorize the Board of Directors to elect and dismiss Chairperson of the Board of Directors. Ratify the policy to appoint the Chairperson of the Board of Directors to concurrently hold the position of Director (General Director) or to hire Director (General Director).

8. Decide to select an independent audit organization.

9. Have other powers which are decided by the GMM but must not be contrary to this Law and relevant laws.

Article 65. Board of Directors

1. The Board of Directors is the managerial body of the cooperative or cooperative union, and is composed of a Chairperson and other members who are elected by the establishment meeting or GMM from among official members of the cooperative or cooperative union. The number of members of the Board of Directors shall be prescribed by the cooperative or cooperative union’s charter but shall neither be fewer than 03 members nor exceed 15 members. Total members of the Board of Directors that are foreign-invested organizations and individuals who are foreign investors must be accounted for less than 35% of its total members.

2. The term of office of the Board of Directors is prescribed by the cooperative or cooperative union’s charter but shall not exceed 05 years. A member of the Board of Directors shall be the same term of office as the Board of Directors. A member of the Board of Directors may be re-elected without term limit. Members of the Board of Directors shall be elected and dismissed by secret ballot.

3. The Board of Directors of a cooperative shall meet on a periodical basis as prescribed in its charter but at least every 03 months. The Board of Directors of a cooperative union shall meet on a periodical basis as prescribed in its charter but at least every 06 months.

4. An extraordinary meeting of the Board of Directors may be held at the request of:

a) Its Chairperson;

b) Director (General Director);

c) The head of the Board of Controllers; or

d) At least one third of total members of the Board of Directors.

5. Procedures for conducting a meeting of the Board of Directors:

a) A meeting of the Board of Directors shall be conducted when it is participated in by at least two thirds of its total members. Decisions of the Board of Directors shall be ratified under the majority rule. Each member shall have one vote of equal effect. In case of equality of votes, the option that is voted for by the Chairperson of the Board of Directors or the person authorized by the Chairperson to chair the meeting shall prevail;

b) In case a periodical meeting of the Board of Directors cannot be conducted due to inadequate number of participants, the Chairperson of the Board of Directors shall convene the second meeting within 15 days from the planned date of the first meeting. In this case, the second meeting shall be conducted when it is participated in by more than 50% of total members of the Board of Directors;

c) In case the second meeting of the Board of Directors cannot be conducted due to inadequate number of participants, the Chairperson of the Board of Directors shall convene an extraordinary meeting of the GMM within 30 days from the planned date of the second meeting. The Chairperson of the Board of Directors shall request the extraordinary GMM to consider the eligibility of the members of the Board of Directors who refuse to participate in its meeting as notified and propose appropriate disciplinary actions;

d) The minutes of every meeting of the Board of Directors shall be compulsory while its audio and video recordings are optional. These materials shall be provided at the request of its members. The minutes must bear signatures of the chair and secretary of the meeting. Members of Board of Directors shall be entitled to have their opinions recorded in the meeting minutes. In case the chair and the secretary refuse to sign the minutes, the minutes shall be effective if they are signed by more than 50% of the members participating in the meeting. In this case, the minutes shall clearly state the refusal by the chair and the secretary to sign them. The persons who sign the minutes shall be jointly responsible for the accuracy and truthfulness of the minutes.

6. In case a content is ratified by the Board of Directors against regulations of law, the resolution of the GMM or the cooperative or cooperative union's charter, thereby causing damage to the cooperative or cooperative union, the members that vote for the ratification of that content shall be jointly responsible for it and pay compensation for damage incurred by the cooperative or cooperative union in accordance with regulations of law; the members that vote against the ratification of that content shall not be held responsible and shall be entitled to request the Court to suspend or invalidate this content.

Article 66. Tasks and rights of Board of Directors

1. Request the GMM to consider ratifying the contents falling under its jurisdiction as prescribed in Article 64 of this Law.

2. Decide organization of assisting divisions and affiliated units of the cooperative or cooperative union as prescribed in the charter. Establish branches and/or representative offices of the cooperative or cooperative union.

3. Organize the implementation of resolutions of the GMM. Submit reports on business performance of the cooperative or cooperative union to the GMM.

4. Transfer, liquidate or dispose of assets of the cooperative or cooperative union under its jurisdiction. Decide investment in or sale of distributed assets whose value is smaller than 20% of total value of assets written in the latest financial statements of the cooperative or cooperative union.

5. Cooperate with the owner and capital contributors in conducting valuation or hiring a qualified valuation organization to determine the value of assets contributed by individuals and organizations during the operation of the cooperative or cooperative union.

6. Manage, admit or terminate the membership of official members and contributing members. Report the admission of members to the cooperative or cooperative union to the nearest GMM.

7. Elect and dismiss Chairperson of the Board of Directors according to the charter (if any).

8. Appoint, dismiss, discharge, sign or terminate employment contract, supervise and assess the performance of the Director (General Director), Deputy Director (Deputy General Director) and holders of other managerial positions.

9. Decide commendation and reward, or imposition of disciplinary actions on official members, contributing members and employees; reward other organizations and individuals that make significant contribution to the development of the cooperative or cooperative union.

10. Perform other tasks and rights as prescribed by law and the cooperative or cooperative union’s charter.

Article 67. Chairperson of Board of Directors

1. The Chairperson of the Board of Directors shall be elected by the establishment meeting or the GMM from among official members of the cooperative or cooperative union, or by the Board of Directors from among its members. The establishment meeting or the GMM or the Board of Directors shall be entitled to dismiss the Chairperson of Board of Directors that they have elected. The Chairperson of the Board of Directors shall be elected and dismissed by secret ballot.

2. The Chairperson of the Board of Directors shall have the following tasks:

a) Assume responsibility before the GMM and the Board of Directors for his/her performance of assigned tasks;

b) Sign the charter and the resolution on establishment of the cooperative or cooperative union; documents issued by the establishment meeting or the GMM; sign documents issued by the Board of Directors in accordance with regulations of law and the cooperative or cooperative union’s charter;

c) Decide programs/plans and assign tasks to members of the Board of Directors;

d) Draw up and prepare the agenda, convene and chair the meetings of the Board of Directors, the GMM, unless otherwise prescribed in this Law or the cooperative or cooperative union’s charter;

dd) Perform other tasks and rights as prescribed by law and the cooperative or cooperative union’s charter.

3. In case the Chairperson of the Board of Directors is not present or not able to perform his/her tasks, he/she shall authorize another member in writing to perform the rights and tasks of the Chairperson of the Board of Directors in accordance with the cooperative or cooperative union’s charter. In case no member is authorized or the Chairperson is dead, missing, detained, serving an imprisonment sentence, serving an administrative penalty in a correctional institution or rehabilitation center, making a getaway, has limited capacity for civil acts or is incapacitated, has difficulty in awareness or control of his/her own acts, is prohibited by the court from holding certain positions or doing certain works, the new Chairperson of the Board of Directors shall be elected as follows:

a) One of the remaining members of the Board of Directors shall be elected as the interim Chairperson of the Board of Directors until a new Chairperson of the Board of Directors is officially elected in the nearest GMM;

a) One of the remaining members of the Board of Directors shall be elected as the interim Chairperson of the Board of Directors until a new Chairperson of the Board of Directors is officially elected in the nearest GMM;

4. In case the Chairperson of the Board of Directors concurrently holds the position of the Director (General Director), he/she shall also perform rights and tasks of the Director (General Director) as prescribed in Clause 4 Article 68 of this Law.

Article 68. Director (General Director) under fully-organized management model

1. The Director (General Director) is the person who manages the business operations of the cooperative or cooperative union; bears the supervision of and responsibility before the Board of Directors and before the law for his/her performance.

2. The term of office of the Director (General Director) is prescribed by the cooperative or cooperative union’s charter but shall not exceed 05 years. The Director (General Director) may be re-elected without term limit.

3. In case the Director (General Director) is not an official member of the cooperative or cooperative union but hired, he/she may attend but not vote at the meetings of the GMM and of the Board of Directors. The term of office of a hired Director (General Director) shall be determined in his/her employment contract.

4. The Director (General Director) shall have the following rights and tasks:

a) Request the Board of Directors to consider deciding the contents falling under its jurisdiction;

b) Implement resolutions of the establishment meeting, the GMM, resolutions and decisions of the Board of Directors; sign contracts in the name of the cooperative or cooperative union within his/her competence;

c) Organize the implementation of business plans; decide business locations;

d) Assume responsibility for cooperative purchasing or selling of products/services for members of the cooperative or cooperative unions;

dd) Manage, admit or terminate membership of non-contributing members, and submit reports thereof to the Board of Directors; recruit employees; decide to reward or discipline non-contributing members and employees;

e) Perform other tasks and rights as prescribed by law and the cooperative or cooperative union’s charter.

Article 69. Board of Controllers under fully-organized management model

1. The Board of Controllers shall have 01 - 07 members, including a head and other members who are elected by the GMM from among official members of the cooperative or cooperative union and shall assume responsibility before the GMM. The term of office of the Board of Controllers shall not exceed 05 years. A member of the Board of Controllers shall have the same term of office as the Board of Controllers. A member of the Board of Controllers may be re-elected without term limit. If the Board of Controllers has the only one member, this member shall also act as the head of the Board of Controllers. Members of the Board of Controllers shall be elected and dismissed by secret ballot.

2. The Board of Controllers operates independently, inspects and supervises operations of the cooperative or cooperative union in accordance with regulations of law and the charter.

3. The Board of Controllers shall have the following rights and tasks:

a) Inspect the compliance with laws, the charter and resolutions of the GMM and of the Board of Directors, and other regulations and rules of the cooperative or cooperative union;

b) Supervise operation of the Board of Directors, Director (General Director), and members in accordance with regulations of law, the charter, resolutions of the GMM and other regulations and rules of the cooperative or cooperative union;

c) Inspect financial activities, compliance with accounting regulations, income distribution, settlement of losses, use of funds, assets and borrowed capital of the cooperative or cooperative union, and financial assistance or subsidies granted by the State;

d) Appraise annual financial statements before they are submitted to the GMM; organize internal audit, where necessary; review, inspect and evaluate the effectiveness of internal control, internal audit, risk management and early warning systems of the cooperative or cooperative union.

dd) Request provision of documents, books, records and other necessary information which must not be used for any purpose other than performance of review, inspection and supervision tasks;

e) Report control results to the Board of Directors and the GMM; request the Board of Directors, Director (General Director) to take remedial actions against shortcomings and violations committed during the operation of the cooperative or cooperative union; submit the report on performance of the Board of Controllers to the GMM for ratification;

g) Receive and consider proposals concerning the cooperative or cooperative union within its competence or submit them to the Board of Directors or GMM for consideration;

h) The head and members of the Board of Controllers may attend but not vote at meetings of the Board of Directors;

i) Draw up and prepare the agenda, and convene extraordinary meetings of the GMM;

k) Perform other tasks and rights as prescribed by law and the cooperative or cooperative union’s charter.

Section 3. SIMPLIFIED MANAGEMENT MODEL

Article 70. Power of GMM under simplified management model

1. Ratify the orientation for development of the cooperative or cooperative union; revisions to the charter; reports on performance of Director and Controller; annual financial statements; business plans.

2. Ratify the plan for income distribution and settlement of losses/debts; contributions to undistributed fund and other funds; plan to pay remunerations, salaries, wages, bonuses and other benefits to Director, Controller, holders of other managerial positions, and employees.

3. Approve the investment in or sale of distributed assets whose value is equal to or greater than 20% of total value of assets written in the latest financial statements of the cooperative or cooperative union; investment in or sale of undistributed assets.

4. Ratify the capital contribution, purchase of shares, and establishment of enterprises, joint ventures or associations; participation in other cooperatives, cooperative unions and representative bodies.

5. Ratify increase or decrease in charter capital and minimum capital contribution; mobilization of capital; partial or entire return of stakes; conduct valuation or ratify results of valuation of assets and undistributed assets; ratify regulations on management and use of assets and funds.

6. Ratify the management model, internal management regulations; plan to organize assisting divisions/affiliated units of the cooperative or cooperative union; reorganization, dissolution, or bankruptcy of the cooperative or cooperative union.

7. Elect and dismiss Director and Controller; decide quantity of, elect and dismiss legal representatives.

8. Decide to select an independent audit organization; establish branches and/or representative offices; reward and discipline official members and contributing members.

9. Ratify admission or termination of the membership of official members and contributing members as prescribed in the charter.

10. Have other powers which are decided by the GMM but must not be contrary to this Law and relevant laws.

Article 71. Director under simplified management model

1. The Director is the person who manages the business operations of the cooperative or cooperative union; bears the supervision of and responsibility before the GMM and before the law for his/her performance.

2. The term of office of the Director is prescribed by the cooperative or cooperative union’s charter but shall not exceed 05 years. The Director may be re-elected without term limit. The Director shall be elected and dismissed by secret ballot.

3. The Director shall have the following rights and tasks:

a) Request the GMM to consider the contents falling under its jurisdiction;

b) Sign the charter and resolution on establishment of the cooperative or cooperative union; documents issued by the GMM;

c) Implement resolutions of the GMM; decide matters concerning the cooperative or cooperative union's daily business operations which are not under the GMM's jurisdiction; sign contracts in the name of the cooperative or cooperative union in case the Director is also the legal representative as prescribed by the charter or by law;

d) Organize the implementation of business plans; decide business locations; submit reports on business performance and admission of members to the cooperative or cooperative union to the GMM;

dd) Assume responsibility for cooperative purchasing or selling of products/services for members of the cooperative or cooperative unions;

e) Decide transfer, liquidation or disposition of assets of the cooperative or cooperative union within his/her competence assigned by the GMM; decide investment in or sale of distributed assets whose value is smaller than 20% of total value of assets written in the latest financial statements of the cooperative or cooperative union;

g) Manage members, notify resolutions and decisions of the GMM to official members and contributing members; admit and terminate membership of non-contributing members in accordance with this law and the charter, and submit reports thereof to the nearest GMM; recruit employees; evaluate performance of Deputy Director (if any);

h) Decide commendation and reward, or imposition of disciplinary actions on non-contributing members and employees; reward other organizations and individuals that make significant contribution to the development of the cooperative or cooperative union;

i) Perform other tasks and rights as prescribed by law and the cooperative or cooperative union’s charter.

Article 72. Controller under simplified management model

1. The Controller inspects and supervises operations of the cooperative or cooperative union in accordance with regulations of law and the charter. The Controller works independently and assumes responsibility before the GMM and before the law for his/her performance.

2. The term of office of the Controller is prescribed by the charter but shall not exceed 05 years. The Controller may be re-elected without term limit. The Controller shall be elected and dismissed by secret ballot.

3. The Controller shall have the following rights and tasks:

a) Inspect the compliance with laws, the charter and resolutions of the GMM, and other regulations and rules of the cooperative or cooperative union;

b) Supervise operation of the Director and members in accordance with regulations of law, the charter, resolutions of the GMM and other regulations and rules of the cooperative or cooperative union;

c) Inspect financial activities, compliance with accounting regulations, income distribution, settlement of losses, use of funds, assets and borrowed capital of the cooperative or cooperative union, and financial assistance or subsidies granted by the State;

d) Appraise annual financial statements before they are submitted to the GMM; organize internal audit, where necessary;

dd) Request provision of documents, books, records and other necessary information which must not be used for any purpose other than performance of review, inspection and supervision tasks;

e) Report control results to the GMM; request the Director to take remedial actions against shortcomings and violations committed during the operation of the cooperative or cooperative union;

g) Receive and consider proposals within its competence or submit them to the Director or GMM for consideration;

h) Draw up and prepare the agenda, and convene extraordinary meetings of the GMM;

i) Perform other tasks and rights as prescribed by law and the cooperative or cooperative union’s charter.