Nghị định 45/2010/NĐ-CP quy định về tổ chức, hoạt động và quản lý hội

DECREE

ON THE ORGANIZATION, OPERATION AND MANAGEMENT OF ASSOCIATIONS

THE GOVERNMENT

Pursuant to Order No. 102/SL/L004 of May 20. 1957. promulgating the Law on the Right to Establish Associations;
Pursuant to the June 14, 2005 Civil Code;
Pursuant to the December 25, 2001 Law on Organization of the Government;
At the proposal of the Minister of Home Affairs,

DECREES:

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation

1. This Decree provides the organization, operation and state management of associations.

2. This Decree does not apply to:

a/ The Vietnam Fatherland Front, the Vietnam General Confederation of Labor, the Ho Chi Minh Communist Youth Union, the Vietnam Peasants Association, the War Veterans Association and the Vietnam Women's Union:

b/ Churches.

Article 2. Associations

1. An association under this Decree means a voluntary organization of Vietnamese citizens or institutions with the same business or interest or in the same circle that unite for a common goal and operate regularly and disinterestedly to protect lawful rights and interests of the association, its members and the community; and support one another to operate effectively, contributing to national socio-economic development. Associations shall be organized and operate under this Decree and relevant legal documents.

2. Associations may be called differently as society, union of associations, general association, confederation, association, club with the legal entity status and other names under law (below collectively referred to as associations).

3. Scope of operation of associations (territory-based):

a/Associations operating nationwide or inter-provincially;

b/ Associations operating within a province or centrally run city (below referred to as provincial associations);

c/ Associations operating within a district, town or provincial city (below referred to as district associations);

d/ Associations operating within a commune, ward or township (below referred to as communal associations).

Article 3. Principles of organization and operation of associations

The organization and operation of associa­tions must adhere to the following principles:

1. Voluntariness: autonomy;

2. Democracy, equality, publicity,, transparency;

3. Self-financing:

4. Not for profit:

5. Observance of the Constitution, law and association charters.

Article 4. Names, logos, head offices, seals and accounts of associations

1. The name of an association shall be written in Vietnamese and may be transcribed or translated into ethnic minority or foreign languages. The name and logo of an association must not be identical or confusingly similar to the name of another lawfully established association; and must not violate social ethics and national fine customs, practices and cultural traditions.

2. An association has the legal entity status. head office, seal and account and possibly a logo. An association's head office must be based in Vietnam.

Chapter II

CONDITIONS AND PROCEDURES FOR ESTABLISHING ASSOCIATIONS

Article 5. Conditions for establishing an association

1. The association operates for purposes not contrary to law. Its name and main activity are not identical with those of associations which have been lawfully established earlier in the same locality.

2. It has a charter.

3. It has a head office.

4. The number of Vietnamese citizens and institutions applying to join and establish the association is provided as follows:

a/ For a national or an inter-provincial association, at least 100 citizens and/or institutions in different provinces meeting membership criteria and filing an application lo voluntarily join and establish the association;

b/ For a provincial association, at least 50 citizens and/or institutions in the province meeting membership criteria and filing an application to voluntarily join and establish the association;

c/ For a district association, at least 20 citizens and/or institutions in the district meeting membership criteria and filing an application to voluntarily join and establish the association;

d/ For a communal association, at least 10 citizens and/or institutions in the commune meeting membership criteria and filing an application to voluntarily join and establish the association;

e/ For a national or provincial association with members being representative of Vietnamese economic organizations with the legal entity status, at least 11 legal entity representatives in different provinces or 5 legal entity representatives operating in the same business or domain, respectively, meeting membership criteria and filing an application to voluntarily join and establish the association.

For a professional association of particular specialty, the minimum number of citizens and institutions voluntarily joining and establishing the association shall be considered and decided on a case-by-case basis by competent state agencies specified in Article 14 of this Decree.

Article 6. Boards to campaign for the establishment of associations

1. To establish an association, its founders shall set up a board lo campaign for such establishment. This board shall be recognized by the state management agency in charge of the sector or domain in which the association will operate.

2. The head of this board must be a Vietnamese citizen, permanently reside in Vietnam, have the full civil act capacity and good health, and be known for the domain in which the association will operate.

3. The number of the board's members is provided as follows:

a/ At least 10. for a national or an inter-provincial association:

b/ At least 5, for a provincial association;

c/ At least 3. for a district or communal association;

d/ At least 5. which represent economic organizations, for a national association of economic organizations; at least 3. which represent economic organizations in the province, for a provincial association.

4. A dossier of request to recognize a campaigning board shall be made in 2 sets. Such a dossier comprises:

a/ An application for recognition of a campaigning board, clearly stating the association's name, guidelines, goals, domain of operation, scope of operation, tentative time for its establishment and temporary venue of meeting;

b/ A list and resumes of expected board members, indicating their full names, dales of birth, places of residence; educational levels; and professional qualifications.

5. Recognition of campaigning boards

a/ Ministries and ministerial-level agencies performing the stale management of the sectors or domains in which associations will operate shall recognize boards lo campaign for the establishment of national or inter-provincial associations;

b/ Provincial-level departments performing the state management of the sectors and domains in which associations will operate shall recognize boards to campaign for the establishment of provincial associations:

c/ People's Committees of districts, towns and provincial cities (below referred to as district-level People's Committees) shall recognize boards to campaign for the establishment of district or communal associations.

When the chairperson of a district-level People's Committee is authorized by the chairperson of a provincial-level People's Committee to establish: divide, separate; merge; consolidate: dissolve: rename and approve charters of. communal associations: specialized divisions of that district-level People's Committee shall recognize boards to campaign for the establishment of communal associations:

d/ Within 30 days after receiving a complete and lawful dossier, a competent state agency specified at Points a. b and c. Clause 5 of this Article shall consider the dossier and recognize a campaigning board. In case of refusal, it shall issue a written reply clearly stating the reason.

6. Tasks of a recognized campaigning board:

a/ To mobilize citizens and institutions to join the association:

b/ To complete the dossier of application to establish the association under Article 7 of this Decree. After completing preparations for the association establishment, to make 2 sets of the dossier and submit them to the Ministry of Home Affairs, for a national or an inter-provincial association: to a provincial-level Home Affairs Department, for a provincial, district of communal association: or a district-level Home Affairs Division (when the chairperson of a provincial-level People's Committee authorizes the chairperson of a district-level People's Committee to establish communal associations)

A campaigning board will automatically dissolve when the association congress elects the association's leadership board.

Article 7. A dossier of application for association establishment

1. An application to establish the association.

2. Draft association charter.

3. Plan of operation.

4. List of members of the campaigning board recognized by a competent state agency.

5. Judicial record of the campaigning board's head.

6. Written certification of the association's planned head office.

7. Statement of assets voluntarily contributed by members (if any).

Article 8. Principal contents of an association charter

1. Name of the association.

2. Guidelines, goals and domain and scope of operation of the association.

3. Tasks and powers of the association.

4. Organization and operation principles of the association.

5. Formalities to admit to and leave the association, competence to admit and exclude members.

6. Membership criteria.

7. Rights and obligations of members.

8. Structure, organization, formalities to elect and relieve from duty; tasks and powers of the leadership board, the inspection board and other leadership posts of (he association; voting principles and forms.

9. Assets, finance and modes of managing assets and finance of the association.

10. Dissolution conditions and payment and settlement of assets and finance.

11. Commendation, disciplining; complaints and settlement of internal complaints.

12. Formalities to amend and supplement the association charter.

13. Effect.

Article 9. Responsibilities of state agencies competent to license association establishment upon receipt of application dossiers

Competent state agencies specified in Article 14 of this Decree shall issue a receipt when receiving dossiers of application for association establishment. Within 60 days after receiving a complete and lawful dossier, a competent state agency shall consider and license the establishment of an association. In case of refusal, it shall issue a written reply clearly stating the reason.

Article 10. Time limit for organizing congresses to establish associations

Within 90 days from the effective date of the decision to license the establishment of an association, the campaigning board shall hold a congress to establish the association.

Past this time limit, if the congress is not held, within 15 days after the deadline set in Clause 1 of this Article, the campaigning board shall send a written request to extend the time to hold such congress to the state agency which has licensed the association establishment. The extended time must not exceed 30 days. Past this time limit, if the congress is not held, the decision to license the association establishment ceases to be effective.

Article 11. Main activities of a congress to establish an association

1. Announcing the decision to license the association establishment.

2. Discussing and passing the association charter.

3. Electing the leadership and inspection boards.

4. Passing the association's working agenda.

5. Adopting the congress's resolution.

Article 12. Reporting on congress results

Within 30 days after a congress, the leadership board of an association shall send congress documents to the state agency licensing the association establishment, including:

1. The association charter and minutes to pass the charter;

2. Minutes of election of the association's leadership and inspection boards (enclosed with lists of members) and resume of the association head;

3. The association's working agenda;

4. The congress resolution.

Article 13. Approval and effect of association charters

1. Competent state agencies specified in Article 14 of this Decree shall approve association charters already passed by congresses. When an association charter contravenes law. a competent state agency may refuse to approve it and request its modifications.

2. An association charter takes effect on the date a competent state agency approves it.

Article 14. State agencies competent to license the establishment: division, separation; merger: consolidation, renaming and approve charters, of associations

1. The Minister of Home Affairs shall license the establishment; division, separation; merger; consolidation; dissolution, renaming, and approve charters, of national or inter-provincial associations unless otherwise provided by laws or ordinances.

2. Chairpersons of provincial-level People's Committees shall license the establishment; division, separation; merger; consolidation; dissolution, renaming, and approve charters, of provincial associations. Based on local realities, chairpersons of provincial-level People's Committees may authorize chairpersons of district-level People's Committees to license the establishment; division, separation; merger; consolidation; dissolution, renaming, and approve charters, of communal associations.

Chapter III

MEMBERS

Article 15. Association members

Members of an association include official, associate and honorary members.

Article 16. Official members

1. Vietnamese citizens and institutions that agree with the association charter, voluntarily join the association and meet membership criteria under the association charter may become official members of an association.

2. Competence and procedures to admit members are provided in the association charter.

Article 17. Associate and honorary members

1. Joint-venture enterprises and wholly foreign-owned enterprises (below collectively referred to as foreign invested enterprises) that operate in Vietnam, make contributions to an association's development and agree with the association charter may be considered and recognized by an association of economic organizations to be their associate members.

2. Vietnamese citizens and institutions that do not have conditions or meet criteria to become official members of an association but agree with the association charter and voluntarily apply to join the association may be recognized by the association to be its honorary or associate members.

3. Associate and honorary members of an association have the rights and obligations like official ones except the right to vote and the rights to elect and stand for election to the leadership and inspection boards of the association.

4. Procedures to admit to associations and rights and obligations of associate and honorary members are provided in association charters.

Article 18. Rights and obligations of members

Rights and obligations of members are provided in association charters

Chapter IV

ORGANIZATION. OPERATION. RIGHTS AND OBLIGATIONS OF ASSOCIATIONS

Article 19. Organizational structure of associations

The organizational structure of an association consists of:

1. Congresses:

2. The leadership board:

3. The inspection board;

4. Other organizations provided by the association charter.

Article 20. Term-based and extraordinary congresses

1. The highest leadership body of an association is its term-based or extraordinary congress.

2. A term-based or extraordinary congress may be held as plenary congress or congress of delegates. A plenary congress or a congress of delegates may be held only when more than half of the official members or official delegates attend such congress, respectively.

3. Congress terms are defined in association charters, but must not exceed 5 years from the end of the congress of the previous term.

Within 12 months after the term of a congress, if an association fails to hold a congress of another term, a competent state agency specified in Article 14 of this Decree shall make a written request for the association to hold such congress. Within 6 months after receiving such request, if the association's leadership board fails to hold such congress, the competent state agency specified in Article 14 of this Decree shall consider and handle the case.

4. An extraordinary congress is convened when at leas! two-thirds of the leadership board members or at least half of the official members request such congress.

Article 21. Major matters to be decided at a congress

1. Orientations for the association's operation.

2. Election of the leadership and inspection boards.

3. Renaming of the association, amendments and supplements its charter (if any).

4. Admission to a union of associations operating in the same domain.

5. Division. separation: merger; consolidation: and dissolution of the association.

6. Finance of the association.

7. Other matters as provided in the association charter.

Article 22. Principles of voting at a congress

1. A congress may vote by show of hands or ballot. The congress shall decide on modes of voting.

2. The congress's decisions may only be passed when they are voted for by more than half of the present official members.

Article 23. Rights of an association

1. To be organized and operate under its approved charter.

2. To propagate its goals.

3. To represent its members in internal and external relations related to its functions and tasks.

4. To protect its legitimate rights and interests and its members" in line with its guiding principles and goals.

5. To organize and coordinate activities of its members for its common interests: to conciliate internal disputes.

6. To provide and train in knowledge for its members: to provide necessary information for its members under law.

7. To participate in programs, projects, studies and counseling and critical comment and examination at the request of state agencies: to provide public services related to their operation, to provide vocational training under law.

8. To establish its legal entities under law.

9. To comment on legal documents related to its activities under law. To propose to competent state agencies matters related to its development and domain. To provide training and refresher training and other services under law and issue practicing certificates when fully meeting conditions under law.

10. To coordinate with concerned agencies and organizations in performing its tasks.

11. To raise funds for the association through collecting membership fees and revenues from its business and services under law to cover its operational expenses.

12. To receive lawful donations from domestic and overseas organizations and individuals under law. To receive the State's financial supports for activities related to the tasks assigned by the State.

13. Central agencies of national associations may join relevant international organizations and sign and implement international agreements under law and shall report such to competent state agencies in charge of the sectors or domains in which the associations will operate and state agencies licensing association establishment for permission of such joining, signing and implementation.

Article 24. Obligations of an association

1. To comply with relevant laws on organization and operation of associations and its charier. Not to abuse its activities lo harm national security, social order, ethics and national fine customs, practices and traditions, and legitimate rights and interests of organizations and individuals.

2. To submit to the management by the state management agency in charge of the sector or domain in which the association operates.

3. Thirty days before holding the congress of a term, the leadership board shall report such in writing to a competent state agency specified in Article 14 of this Decree and the agency managing the sector or domain in which the association operates.

4. When establishing its representative office in another locality, to request permission of such establishment from the provincial-level People's Committee of the locality where the representative office is based and to report in writing on such establishment to a competent state agency specified in Article 14 of this Decree.

5. When changing its president, vice president or secretary general or its head office, or revising its charter, to report such to a competent state agency specified in Article 14 of this Decree.

6. To establish its legal entities under law and report such to a competent state agency specified in Article 14 of this Decree.

7. Annually, to report on its organization and operation to a competent state agency specified in Article 14 of this Decree and the state management agency in charge of the sector or domain in which the association operates on December 1 at the latest.

8. To submit to competent state agencies' guidance, examination and inspection of its law observance.

9. To make and keep at its head office lists of its members, chapters, representative offices and attached units, books and documents on its assets and finance and its representative head offices', and minutes of leadership board meetings.

10. To use revenues specified in Clauses II and 12. Article 23 of this Decree for its activities under its charter and not to divide them to its members.

11. To use its funds under law. To make annual financial statements on the receipt and use of funds donated by foreign organizations and individuals under state regulations and send them to finance agencies of the same level and competent slate agencies specified in Article 14 of this Decree.

12. To formulate and promulgate ethic rules to be complied with in its operation.

Chapter V

DIVISION. SEPARATION: MERGER; CONSOLIDATION: DISSOLUTION AND RENAMING OF ASSOCIATIONS

Article 25. Division, separation; merger: consolidation; dissolution and renaming of associations

1. Depending on requirements and capacity of associations, their leadership boards may request competent state agencies specified in Article 14 of this Decree to license the division, separation; merger; consolidation; dissolution or renaming of associations The division, separation; merger: consolidation; dissolution and renaming of associations comply with law.

2. An association dissolves in the following cases:

a/ Dissolution on its own;

b/ Dissolution under the decision of a competent slate agency specified in Article 14 of this Decree.

Article 26. Associations dissolving on their own

An association dissolves when:

a/ Its term of operation ends:

b/ Its dissolution is requested by more than half of its official members;

c/ Its goals are achieved.

Article 27. Responsibilities of the leadership board of an association dissolving on its own

1. To send to competent state agencies specified in Article 14 of this Decree the following documents:

a/ Application for dissolution of the association;

b/ Resolution on the association dissolution;

c/ Statement of assets and finance;

d/ Plan to handle assets and finance and deadlines to pay debts.

2. To notify involved organizations and individuals of its debt payment deadlines (if any) under law in 5 consecutive issues of, a central newspaper, for a national or an inter-provincial association; or of a local newspaper, for a provincial association.

Article 28. Decision on association dissolution

Competent state agencies specified in Article 14 of this Decree shall decide to dissolve an association within 15 days after the deadlines to pay debts and liquidate assets and finance specified in the association's application for dissolution if no complaint is lodged.

The association terminates its operation on the effective date of the dissolution decision issued by a competent state agency.

Article 29. Associations subject to dissolution

An association shall be dissolved under the decision of a competent state agency specified in Article 14 of this Decree when:

1. It fails to operate for 12 consecutive months;

2. Its leadership board fails to observe the congress's resolution on the association's dissolution:

3. Its activities seriously violate law.

Article 30. Responsibilities of competent state agencies upon association dissolution

When an association is dissolved, a competent state agency specified in Article 14 of this Decree shall:

1. Issue a decision to dissolve the association;

2. Publish such decision in 3 consecutive issues of a central newspaper, for a national or an inter-provincial association, or of a local newspaper, for a provincial association. .

Article 31. Handling of assets and finance upon dissolution; consolidation: merger; division and separation

1. Assets of a dissolved association shall be handled as follows:

a/ For assets and finance funded by domestic and overseas organizations; or supported by the State for which the association has fulfilled related obligations and paid debts, the remaining assets and financial balance shall be decided by competent state agencies:

b/ For the association's own assets and financial sources for which the association has fulfilled related obligations and paid debts, the remaining assets and financial balance shall be decided by the association under its charter.

2. Handling of assets and finance of a consolidated association:

a/ After a new association is formed from the consolidation of other associations, former associations cease their existence and the new association may enjoy the lawful rights and interests of. and shall be liable for unpaid debts and service contracts currently performed by, the former associations:

b/ Assets and finance of former associations may not be divided or moved, but shall be all transferred to the new association.

3. Handling of assets and finance of a merged association:

a/ Assets and finance of an association merged into another shall be transferred to the latter:

b/ The merging association may enjoy the lawful rights and interests related to the merged association's existing assets and finance and shall be held liable for unpaid debts related to assets and finance of. and service contracts currently performed by. the merged association.

4. Handling of assets and finance of a divided or separated association:

a/ After an association is divided, it shall terminate its operation and rights and obligations related to assets and finance shall be transferred to the new association under the association division decision;

b/ After an association is separated into different associations, those associations shall perform the rights and obligations related to their assets and finance in line with their operation goals.

Article 32. Right to complain

An association subject to dissolution which disagrees with the dissolution decision may lodge a complaint under law. Pending the settlement of its complaint, it may not operate.

Chapter VI

PROVISIONS APPLICABLE TO PARTICULAR ASSOCIATIONS

Article 33. Particular associations

Particular associations shall be stipulated by the Prime Minister and shall comply with general provisions, this Article and Articles 34 and 35 of this Decree.

Article 34. Rights and responsibilities of a particular association

1. Rights of a particular association:

a/ To join ministries and ministerial-level agencies in formulating mechanisms and policies directly related to its functions, tasks and powers related to the domain of its operation;

b/ To participate in some state management activities and provide public services in the domain of its operation under law;

c/ To give social counseling, critical comments and examination for policies, programs, schemes and projects related to the domain of its operation under the Prime Minister's regulations when so requested by state agencies.

2. Obligations of a particular association:

a/ To collect and study opinions and proposals of its institutional and individual members within its functions, tasks and powers on national socio­economic and cultural development programs;

b/ To involve leading and outstanding experts from its institutional members and relevant organizations in performing its tasks and giving social counseling, critical comments and examination;

c/ To participate in the elaboration of legal documents related to the domain of its operation under law.

Article 35. State policies for particular associations

1. A particular association shall be allocated funds for operation according to its assigned payroll, be guaranteed funds for performing its tasks assigned by the State and receive supports in physical foundations and means of operation; are encouraged and facilitated to participate in some state management activities and provide public services; give social counseling, critical comments and examination; and implement programs, schemes and projects.

2. The Prime Minister shall decide to allocate funds for associations’ operation according to their assigned payroll; guarantee funds for them to perform their tasks assigned by the State and support physical foundations and means of operation; and decide on associations" social counseling, critical comments and examination.

3. The Ministry of Home Affairs, the Ministry of Finance, ministries, ministerial-level agencies and provincial-level People's Committees shall, within their functions and tasks, stipulate, guide and create conditions for. the allocation of funds according to associations' assigned payroll. provide financial supports for associations* activities related to the State's tasks and support in physical foundations and means of operation; promulgate within their state management competence mechanisms and policies for particular associations to participate in some state management activities and provide public services; give social counseling, critical comments and examination; and implement programs, schemes and projects.

Chapter VII

STATE MANAGEMENT OF ASSOCIATIONS

Article 36. State management of associations

1. To elaborate and submit for promulgation or promulgate legal documents on associations.

2. To guide ministries, branches, localities, associations and citizens in implementing the law on associations.

3. To license the establishment; division, separation: merger; consolidation: dissolution; and renaming and approve charters, of associations under Article 14 of this Decree.

4. To provide professional guidance for cadres and civil servants engaged in the management of associations.

5. To propagate and disseminate the law on associations.

6. To inspect and examine the observance of the law on associations; to examine associations in observing their charters.

7. To manage the conclusion of international cooperation agreements related to associations under law.

8. To settle complaints and denunciations, to handle violations of the law on associations.

9. To review and report on the organization, operation and management of associations.

The Ministry of Home Affairs shall assist the Government in performing the unified state management of associations nationwide.

Article 37. State management by ministries and ministerial-level agencies of national associations operating in the domains under their management

1. To give written opinions to competent state agencies specified in Article 14 of this Decree on the licensing of establishment: division, separation: merger; consolidation: dissolution: and renaming and approval of charters of associations; to recognize campaigning boards according to their competence.

2. To promulgate mechanisms and policies for associations to participate in programs, projects, studies and social counseling, critical comments and examination, provide public services, and provide training and issue certificates of professional practice in the sectors and domains under their management under law; to guide and facilitate associations in holding term-based congresses: to collect opinions of associations to improve regulations on state management of sectors and domains.

3. The Ministry of Finance shall specifically guide stale budget supports for associations engaged in activities related to the State's tasks; and the management and use of assets and finance of associations; and manage the receipt and use of funds donated by foreign organizations and individuals to associations.

4. To inspect, examine, settle complaints and denunciations and handle violations of the law on associations related to the sectors and domains under their management or propose competent state agencies to handle such violations under law; to propose the dissolution of associations.

Article 38. State management of provincial associations by provincial-level People's Committees

1. To exercise the powers specified in Clause 2, Article 14 of this Decree and perform the state management of the organization and operation of associations.

2. To inspect and examine the observance of the law on associations.

3. To settle complaints and denunciations and handle violations of the law on associations.

4. To consider and provide supports for associations operating within their localities.

5. To consider and license associations operating within their localities to receive domestic and overseas donations under law.

6. To direct provincial-level departments, divisions and branches, and district- and commune-level People's Committees in managing associations.

7. To annually review and report to the Ministry of Home Affairs on the organization, operation and management of associations in their localities.

Article 39. Commendation

1. An association which makes major contributions to socio-economic development may be commended under slate regulations.

2. An association member who makes many achievements may be commended under the association charter and state regulations.

Article 40. Handling of violations

1. Those violating the right to establish associations or abusing the name of associations to operate unlawfully shall, depending on the nature and severity of their violations, be disciplined, administratively sanctioned or examined for penal liability. When causing material damage, they shall compensate under law.

2. Those abusing their positions and powers to license the establishment of associations in contravention of this Decree shall, depending on the nature and severity of their violations, be disciplined, administratively sanctioned or examined for penal liability under law. When causing material damage, they shall compensate under law.

3. Leadership boards or representatives of associations that deliberately prolong the term of a congress against association charters or fail to fulfill their obligations under associations' regulations shall, depending on the nature and severity of their violations, be handled under law.

Chapter VIII

IMPLEMENTATION PROVISIONS

Article 41. Effect

1. This Decree takes effect on July 1. 2010.

2. This Decree replaces the Government's Decree No. 88/2003/ND-CP of July 30. 2003. on the organization, operation and management of associations.

Article 42. Organization of implementation

The Minister of Home Affairs shall guide the implementation of this Decree.

Ministers, heads of ministerial-level agencies, heads of government-attached agencies and chairpersons of provincial-level People's Committees shall implement this Decree.-