Chương II Nghị định 45/2021/NĐ-CP: Thành lập, mô hình hoạt động và cơ cấu tổ chức của quỹ hợp tác xã

Chapter II

ESTABLISHMENT, BUSINESS MODEL AND ORGANIZATIONAL STRUCTURE OF COOPERATIVE FUNDS

Section 1. CENTRAL COOPERATIVE FUND

Article 7. Business model of cooperative fund

The central cooperative fund is an out-of-budget state financial fund that operates adopting the business model of a single-member limited liability company 100% of charter capital of which is held by the State as prescribed herein.

Article 8. Rights and responsibilities of Prime Minister, Vietnam Cooperative Alliance, and Chairperson of central cooperative fund over and towards the central cooperative fund

1. Rights and responsibilities of the Prime Minister:

a) Consider giving approval for strategies, 05-year development investment plans and operational plans at the request of Vietnam Cooperative Alliance;

b) Make decisions on restructuring (full or partial division, consolidation or merger), conversion of the fund's model, dissolution or bankruptcy of the central cooperative fund at the request of Vietnam Cooperative Alliance and on the basis of opinions given by the Ministry of Finance, Ministry of Justice, Ministry of Planning and Investment and State Bank of Vietnam;

c) Make decisions on the charter capital and changes in the charter capital of the central cooperative fund during its operation at the request of Vietnam Cooperative Alliance and according to opinions given by the Ministry of Finance and Ministry of Planning and Investment;

d) Assign Vietnam Cooperative Alliance to act as the owner’s representative agency of the central cooperative fund in accordance with regulations herein.

2. Rights and responsibilities of Vietnam Cooperative Alliance:

a) Submit strategies, 05-year development investment plans and operational plans to the Prime Minister for approval;

b) Consider giving approval for annual operational and financial plans of the central cooperative fund at the request of its Chairperson;

c) Make decisions to plan, appoint, re-appoint, dismiss, transfer, reward, discipline, and approve resignations or retirement of Chairperson, Controller and General Director of the fund;

d) Promulgate and revise the charter on organization and operation of the central cooperative fund in accordance with regulations herein;

dd) Approve financial statements, profit distribution, and establishment of annual funds of the central cooperative fund after obtaining assessment opinions from the Controller of the central cooperative fund;

e) Perform other rights and responsibilities of the owner’s representative agency as defined in the charter on organization and operation of the central cooperative fund.

3. Chairperson of the central cooperative fund shall perform the following rights and duties:

a) Develop and submit annual operational and financial plans of the central cooperative fund to Vietnam Cooperative Alliance for approval;

b) Request Vietnam Cooperative Alliance to make decisions to plan, appoint, re-appoint, dismiss, transfer, reward, discipline, and approve resignations or retirement of Chairperson, Controller and General Director of the central cooperative fund;

c) Make decisions to plan, appoint, assess, re-appoint, reward, discipline and approve resignations, dismissal and retirement of Deputy General Director(s) and Chief Accountant of the central cooperative fund after obtaining approval from Vietnam Cooperative Alliance;

d) Request Vietnam Cooperative Alliance to revise the charter on organization and operation of the central cooperative fund; request competent authorities to approve increase or decrease of charter capital, restructuring, conversion of business model, dissolution or bankruptcy of the central cooperative fund;

dd) Submit financial statements, and plans for distributing profits and setting up annual funds of the central cooperative fund to Vietnam Cooperative Alliance for approval after obtaining assessment opinions from the Controller of the central cooperative fund;

e) Make decisions to promulgate and revise procedures and internal regulations on organization, administration and operation of the cooperative fund after obtaining approval from Vietnam Cooperative Alliance;

g) Perform other rights and responsibilities defined in the charter on organization and operation of the central cooperative fund.

Article 9. Organizational structure of central cooperative fund

Organizational structure of the central cooperative fund consists of:

1. Fund’s Chairperson.

2. Controller.

3. Executive board includes General Director, Deputy General Director(s), Chief Accountant and assistant apparatus.

Article 10. Chairperson of central cooperative fund

1. Chairperson of the central cooperative fund is appointed by Vietnam Cooperative Alliance and bears responsibility for the fund’s operation before Chairperson of Vietnam Cooperative Alliance.

2. Chairperson of the central cooperative fund shall hold the term of office not exceeding 05 years, and may be re-appointed for up to 02 terms. Chairperson of the central cooperative fund may work under full-time or part-time working regime according to a decision issued by Vietnam Cooperative Alliance according to the fund’s operational scale.

3. Chairperson of the central cooperative fund must satisfy the following standards and requirements:

a) Be a Vietnamese citizen as prescribed by law;

b) Have full legal capacity and attain fitness to perform tasks;

c) Possess a bachelor’s degree or higher in economics, finance, banking, law, accounting or auditing;

d) Have at least 03 years’ managerial experience in economics, finance, banking, law, accounting or auditing;

dd) Be not a spouse, natural or adoptive parent, blood child, adopted child, natural sibling, brother-in-law, or sister-in-law of Chairperson or Deputy Chairperson of Vietnam Cooperative Alliance, Controller, General Director, Deputy General Director or Chief Accountant of the fund;

e) Meet other standards and requirements for holders of managerial positions set out by Vietnam Cooperative Alliance and specified in the charter on organization and operation of the central cooperative fund.

4. Chairperson of the central cooperative fund shall have rights and responsibilities specified in Clause 3 Article 8 hereof and in the charter on organization and operation of the central cooperative fund.

Article 11. Controller of central cooperative fund

1. Controller of the central cooperative fund shall be appointed by Vietnam Cooperative Alliance, and work under the full-time working regime to control the performance of management and administration duties of Chairperson or General Director of the fund as prescribed by law and the charter on organization and operation of the cooperative fund.

2. Controller of the central cooperative fund shall hold the term of office not exceeding 05 years, and may be re-appointed for up to 02 terms.

3. Controller of the central cooperative fund must satisfy the following standards and requirements:

a) Meet the standards and requirements in Points a, b, c, d and e Clause 3 Article 10 hereof;

b) Be not a spouse, natural or adoptive parent, blood child, adopted child, natural sibling, brother-in-law, or sister-in-law of Chairperson or Deputy Chairperson of Vietnam Cooperative Alliance, General Director, Deputy General Director or Chief Accountant of the fund.

4. Chairperson of Vietnam Cooperative Alliance shall issue practice rules of Controller of the central cooperative fund according to regulations on promulgation of practice rules of controllers of single-member limited liability companies 100% of charter capital of which is held by the State and in conformity with regulations herein.

Article 12. General Director of central cooperative fund

1. General Director of the central cooperative fund is appointed and dismissed by Vietnam Cooperative Alliance to manage daily operations of the fund.

2. General Director of the fund shall hold the term of office not exceeding 05 years and may be re-appointed or replaced.

3. General Director of the central cooperative fund must satisfy the following standards and requirements:

a) Meet the standards and requirements in Points a, b, c, d and e Clause 3 Article 10 hereof;

b) Be not a spouse, natural or adoptive parent, blood child, adopted child, natural sibling, brother-in-law, or sister-in-law of Chairperson or Deputy Chairperson of Vietnam Cooperative Alliance, Controller, Deputy General Director or Chief Accountant of the fund.

4. General Director of the central cooperative fund shall have rights and responsibilities prescribed in the charter on organization and operation of the central cooperative fund.

Article 13. Deputy General Director(s), Chief Accountant and assistant apparatus of central cooperative fund

1. Deputy General Director(s) of the central cooperative fund shall be appointed by the fund’s Chairperson at the request of General Director to assist General Director in managing the fund’s operation upon his/her assignment and authorization; bear responsibility before the fund’s General Director and before the law for his/her performance of assigned and authorized tasks; the number of Deputy General Directors shall be decided by Chairperson of Vietnam Cooperative Alliance and shall not exceed 03 persons.

2. Chief Accountant of the central cooperative fund shall be appointed by the fund’s Chairperson at the request of General Director to organize the fund's accounting and statistical works as assigned and authorized by the fund’s General Director and according to regulations of the Law on accounting and relevant laws; bear responsibility before General Director and Chairperson of the fund, and before the law for his/her performance of rights and tasks as assigned or authorized.

3. Assistant apparatus of the central cooperative fund:

a) The assistant apparatus consists of professional and specialized departments or divisions in charge of advising and assisting Chairperson and General Director of the fund in managing the fund. The fund’s General Director shall decide to appoint or dismiss holders of leadership positions of the assistant apparatus after obtaining approval from the fund’s Chairperson;

b) The fund's General Director shall decide organizational structure, functions, duties and rights of the assistant apparatus.

4. Standards and requirements for being appointed as Deputy General Director and Chief Accountant of the central cooperative fund are specified in its charter on organization and operation.

5. Rights and responsibilities of Deputy General Director(s), Chief Accountant and assistant apparatus of the central cooperative fund are specified in its charter on organization and operation.

Article 14. Charter on organization and operation of central cooperative fund

1. The charter on organization and operation of the central cooperative fund shall be issued by Vietnam Cooperative Alliance.

2. The charter on organization and operation of the central cooperative fund shall include the following primary contents:

a) Name and head office;

b) Legal status and business model, legal personality;

c) Contents and scope of operation;

d) Charter capital;

dd) Organizational structure and legal representative of the fund;

e) Functions and duties of the fund;

g) Functions and tasks of Chairperson, Controller and executive board of the fund;

h) Standards and eligibility requirements, rights and responsibilities of managers and holders of other leadership positions of the fund;

i) Recruitment, planning for and appointment of holders of leadership positions;

k) Financial management principles of the fund;

l) Procedures for revising the fund's charter on organization and operation;

m) Relationship between the fund and regulatory authorities and relevant parties as prescribed herein;

n) Relationship between the central cooperative fund and provincial cooperative funds as prescribed herein;

o) Dispute settlement, restructuring, bankruptcy and dissolution of the fund as prescribed herein and in relevant laws;

p) Other contents to serve management requirements.

Section 2. PROVINCIAL COOPERATIVE FUNDS

Article 15. Establishment of provincial cooperative funds

1. The establishment of provincial cooperative funds shall be considered on the basis of local collective economic development orientations in order to ensure that the establishment of provincial collective funds is necessary, feasible and meets the requirements in Clause 2 of this Article. If the establishment of provincial collective funds is considered necessary, only one provincial cooperative fund will be established in each province or central-affiliated city in accordance with regulations herein.

2. Requirements for establishment of a new provincial cooperative fund:

a) The scheme for establishment of provincial cooperative fund has been approved by a competent authority as prescribed herein. This scheme must include the primary contents specified in Clause 3 of this Article;

b) The charter capital available at the time of establishment of the cooperative fund is at least VND 20 billion;

c) The charter on organization and operation of the provincial cooperative fund has been approved by a competent authority prescribed herein in conformity with Article 19 hereof.

3. The scheme for establishment of provincial cooperative fund shall include the following primary contents:

a) The necessity of the establishment of provincial cooperative fund; impacts of the establishment of provincial cooperative fund on provincial economic and social development; the feasibility of the establishment and operation of the fund;

b) Name of the provincial cooperative fund, operation areas, head office’s address, charter capital at the establishment date, sources of charter capital, and scope of operation which must be conformable with regulations herein;

c) Business model of the provincial cooperative fund as prescribed in Article 16 hereof and description of the selected business model of the fund which must ensure efficiency and conformity with actual conditions of the province or central-affiliated city;

d) Description of the planned organizational structure and operational process of the provincial cooperative fund in accordance with regulations herein, including: Organizational structure; operations of the provincial cooperative fund; risk management procedures which must specify potential risks incurred during operation, methods and measures for preventing risks; control of these risks; information technology system developed for managing the fund’s operations;

dd) Financial and operational plans of the provincial cooperative fund for 05 years after establishment, including: The plan for operating capital of the fund, description of capital sources (including charter capital, sources of charter capital, mobilized capital and other capital; expected performance of the provincial cooperative fund to prove the feasibility of the fund establishment;

e) List of persons to be elected as managers of the provincial cooperative fund and documents proving their fulfillment of corresponding standards and requirements for managers specified herein;

g) In case a provincial cooperative fund operates adopting the cooperative business model, the followings must be provided:

- List of persons who will contribute capital to the fund which bears signatures of such capital contributors, and the following contents: Full name (of individual or family representative), name and head office (of juridical person), number of ID card or citizen’s identity card or passport number (of individual), number of household registration book (of household) and number of business registration certificate (of juridical person), contributed amounts and contribution percentage of each contributor;

- Certified true copies issued by Commune-level People’s Committee of the following documents: ID card or citizen’s identity card or unexpired Passport (of individual, juridical person’s representative or household’s representative), household registration book (of household), business registration certificate (of juridical person);

- The power of attorney issued by the juridical person to its representative to make capital contribution; the power of attorney issued by the household to its representative to make capital contribution.

4. Procedures for establishment of a new provincial cooperative fund that operates under the business model of a single-member limited liability company 100% of charter capital of which is held by the State:

a) The provincial cooperative alliance shall formulate the scheme for establishment of provincial cooperative fund, and submit it to the provincial People’s Committee for consideration and assessment;

b) Within 30 business days from the receipt of the scheme for establishment of provincial cooperative fund as prescribed in Point a of this Clause, if the scheme is considered unfeasible and unsatisfactory, the provincial People’s Committee shall give a written notice, in which reasons for refusal to approve must be specified, to the provincial cooperative alliance;

c) If the scheme is feasible and satisfactory, the provincial People’s Committee shall submit a report to the provincial People’s Council for considering and approving the guidelines for fund establishment with the following contents: Charter capital and sources of charter capital, mobilized capital, business model and organizational structure of the provincial cooperative fund, and other contents to serve management requirements of the provincial People’s Council;

d) After obtaining approval for the establishment of fund, Chairperson of provincial People’s Committee shall issue a decision to establish the cooperative fund;

dd) Within 30 business days from the date of establishment of the cooperative fund, the provincial People’s Committee shall give notification, enclosed with the decision to establish the cooperative fund, to the Ministry of Finance, the State Bank of Vietnam, Ministry of Planning and Investment, Vietnam Cooperative Alliance; the provincial cooperative fund shall publicly disclose its establishment on mass media;

e) Within 180 days from the date of issue of the decision to establish the provincial cooperative fund, the provincial People’s Committee shall use funding derived from provincial government budget for allocating charter capital according to the issued decision.

5. Procedures for establishment of new provincial cooperative fund that operates under the cooperative business model:

a) Founding members and provincial cooperative alliance shall convene a meeting on establishment of the provincial cooperative fund for approving contents about establishment of the provincial cooperative fund, including: The scheme for establishment of the fund as prescribed in Clause 3 of this Article; the planned charter on organization and operation of the fund as prescribed in Article 19 hereof and other contents concerning the establishment, organization and operation of the fund. The resolution of the meeting on establishment of the provincial cooperative fund must be approved by voting under the majority rule;

b) After the resolution of the meeting on establishment of the provincial cooperative fund has been approved, the provincial cooperative alliance shall request the provincial People’s Committee to consider and appraise the scheme on establishment of provincial cooperative fund;

c) Within 30 business days from the receipt of the scheme for establishment of provincial cooperative fund as prescribed in Point b of this Clause, if the scheme is considered unfeasible and unsatisfactory, the provincial People’s Committee shall give a written notice, in which reasons for refusal to approve must be specified, to the provincial cooperative alliance;

d) If the scheme is feasible and satisfactory, the provincial People’s Committee shall request the provincial People’s Council to consider and approve the guidelines for fund establishment;

dd) After obtaining approval for the establishment of fund from the provincial People’s Council, the General Meeting of Members of the provincial cooperative fund shall convene meeting and issues a resolution to establish the provincial cooperative fund;

e) After the resolution to establish the provincial cooperative fund has been approved by the General Meeting of Members, the provincial cooperative fund shall request the provincial Department of Planning and Investment in writing to issue the certificate of registration of provincial cooperative fund in accordance with regulations of law;

g) Within 30 business days from the date of issue of the certificate of registration of provincial cooperative fund, the provincial People's Committee shall send notification, enclosed with the certificate of registration of provincial cooperative fund, to the Ministry of Finance, the State Bank of Vietnam, Ministry of Planning and Investment, and Vietnam Cooperative Alliance. The provincial cooperative fund shall publicly disclose its establishment on mass media;

h) Within 180 days from the date of issue of certificate of registration of provincial cooperative fund, capital contributors must make full contribution of capital as committed.

Article 16. Business model and administration of operations of provincial cooperative funds

1. Provincial cooperative funds shall operate under one of the following models;

a) The model of single-member limited liability companies 100% of charter capital of which is held by the State;

b) The model of cooperative.

2. Provincial cooperative funds are organized by adopting one of the following methods:

a) Establish an independent apparatus to organize and manage the provincial cooperative fund and perform operations as prescribed herein;

b) Authorize local financial organizations to manage the fund. A trust agreement must be signed by and between two parties and shall, inter alia, indicate the following contents: Entrustment or authorization scope, contents and process; responsibilities, duties and rights of contracting parties; potential risks and other relevant contents.

Article 17. Rights and responsibilities of provincial People's Committees and provincial cooperative alliances; organizational structure of provincial cooperative funds that operate under the business model of a single-member limited liability company 100% of charter capital of which is held by State

1. Rights and responsibilities of each provincial People’s Committee:

a) Consider giving approval for 05-year operational plans or strategies, financial plans and development investment plans at the request of provincial cooperative alliance;

b) Issue a decision on establishment, restructuring, transfer of ownership, bankruptcy or dissolution of the provincial cooperative fund at the request of the provincial cooperative alliance and on the basis of opinions given by the provincial Department of Finance, provincial Department of Planning and Investment, and provincial Department of Justice after obtaining approval from the provincial People’s Council;

c) Decide the charter capital and approve increase or decrease in the charter capital of the provincial cooperative fund during its operation at the request of the provincial cooperative alliance and according to opinions given by the provincial Department of Finance, and provincial Department of Planning and Investment after obtaining approval from the provincial People’s Council;

d) Promulgate and revise the charter on organization and operation of the provincial cooperative fund in accordance with regulations herein;

dd) Appoint or authorize the provincial cooperative alliance to appoint the fund's Chairperson, Controller and Director according to the charter on organization and operation of the provincial cooperative alliance;

e) Perform other rights and responsibilities as prescribed herein and in relevant laws.

2. Rights and responsibilities of each provincial cooperative alliance:

a) Approve annual operational and financial plans of the provincial cooperative fund after obtaining approval from the provincial People’s Committee;

b) Make decisions to plan, appoint, re-appoint, dismiss, transfer, reward, discipline, and approve resignations or retirement of title holders as prescribed in the charter on organization and operation of the cooperative fund;

c) Approve financial statements, profit distribution, and establishment of annual funds of the provincial cooperative fund after obtaining assessment opinions from the Controller of the provincial cooperative fund;

d) Perform other rights and responsibilities assigned by the provincial People’s Committee as prescribed in the charter on organization and operation of the provincial cooperative fund.

3. Organizational structure of the provincial cooperative fund consists of:

a) Fund’s Chairperson;

b) Controller;

c) Executive board, composed of: Director, Deputy Director(s), Chief Accountant and assistant apparatus.

4. Chairperson of the provincial cooperative fund:

a) Chairperson of the provincial cooperative fund is a representative in charge of performing rights and responsibilities of the state owner’s representative at the fund;

b) Chairperson of the provincial cooperative fund shall hold the term of office not exceeding 5 years, and may be re-appointed for up to 02 terms. Chairperson of the provincial cooperative fund shall be appointed and dismissed according to the charter on organization and operation of the provincial cooperative fund;

c) Chairperson of the provincial cooperative fund must satisfy the following standards and requirements: Meet the standards and requirements laid down in Points a, b, c and d Clause 3 Article 10 hereof; be not a spouse, natural or adoptive parent, blood child, adopted child, natural sibling, brother-in-law, or sister-in-law of Chairperson or Deputy Chairperson of the provincial cooperative alliance, Controller, Director, Deputy Director or Chief Accountant of the fund; and meet other standards and requirements to serve management requirements of the provincial cooperative alliance as prescribed in the charter on organization and operation of the provincial cooperative fund;

d) Chairperson of the provincial cooperative fund shall have the following rights and responsibilities: Formulate and submit 05-year operational plans or strategies, financial plans and development investment plans to the provincial cooperative alliance for submission to the provincial People's Committee; formulate and submit annual operational and financial plans of the provincial cooperative fund to the provincial cooperative alliance; Request the provincial cooperative alliance to decide the planning, appointment, re-appointment, dismissal, transfer, reward, discipline, and approval for resignations and retirement of title holders as prescribed in the charter on organization and operation of the provincial cooperative fund; Submit reports to the provincial cooperative alliance for requesting the provincial People’s Committee to approve revisions to the charter on organization and operation of the provincial cooperative fund; approve increase or decrease in the charter capital, restructuring, conversion of business model, dissolution or bankruptcy of the provincial cooperative fund; Request the provincial cooperative alliance to consider giving approval for financial statements, profit distribution, and establishment of annual funds of the provincial cooperative fund after obtaining assessment opinions from the Controller of the provincial cooperative fund; Make decisions to promulgate and revise procedures and internal regulations on organization, administration and operation of the provincial cooperative fund after obtaining approval from the provincial cooperative alliance; Perform other rights and responsibilities defined in the charter on organization and operation of the provincial cooperative fund.

5. Controller of the provincial cooperative fund:

a) Controller of the provincial cooperative fund shall assist the provincial cooperative alliance in controlling the performance of management and administration duties of Chairperson and Director of the provincial cooperative fund and other relevant contents;

b) Controller of the provincial cooperative fund shall hold the term of office not exceeding 05 years, and may be re-appointed for up to 02 terms; appointment and dismissal of Controller of the provincial cooperative fund shall be carried out according to the charter on organization and operation of the provincial cooperative fund;

c) Controller of the provincial cooperative fund must satisfy the following standards and requirements: Meet the standards and requirements laid down in Points a, b, c and d Clause 3 Article 10 hereof; be not a spouse, natural or adoptive parent, blood child, adopted child, natural sibling, brother-in-law, or sister-in-law of Chairperson or Deputy Chairperson of the provincial cooperative alliance, or Chairperson, Director, Deputy Director or Chief Accountant of the fund; and meet other standards and requirements to serve management requirements of the provincial cooperative alliance as prescribed in the charter on organization and operation of the provincial cooperative fund;

d) Chairperson of provincial cooperative alliance shall issue practice rules of Controller of the provincial cooperative fund according to regulations on promulgation of practice rules of controllers of single-member limited liability companies 100% of charter capital of which is held by the State and in conformity with regulations herein.

6. Director of the provincial cooperative fund:

a) Director of the provincial cooperative fund shall directly manage operations of the fund;

b) The fund’s Director shall hold the term of office not exceeding 05 years and may be re-appointed or replaced. Director of the provincial cooperative fund shall be appointed and dismissed according to the charter on organization and operation of the provincial cooperative fund;

c) Director of the provincial cooperative fund must satisfy the following standards and requirements: Meet the standards and requirements laid down in Points a, b, c and d Clause 3 Article 10 hereof; be not a spouse, natural or adoptive parent, blood child, adopted child, natural sibling, brother-in-law, or sister-in-law of Chairperson or Deputy Chairperson of the provincial cooperative alliance, or Chairperson, Controller, Deputy Director or Chief Accountant of the fund; and meet other standards and requirements to serve management requirements of the provincial cooperative alliance as prescribed in the charter on organization and operation of the provincial cooperative fund;

d) Director of the provincial cooperative fund shall have rights and responsibilities prescribed in the fund’s charter on organization and operation.

7. Deputy Director(s), Chief Accountant and assistant apparatus of the fund:

a) Deputy Director(s) of the provincial cooperative fund shall be appointed and dismissed by the fund’s Chairperson at the request of the fund’s Director. Deputy Director(s) of the provincial cooperative fund shall assist the fund’s Director in managing the fund’s operations as assigned and authorized by the fund’s Director; assume responsibility before the fund’s Director and before the law for their performance of assigned and authorized tasks;

b) Chief Accountant of the provincial cooperative fund shall be appointed and dismissed by the fund’s Chairperson at the request of the fund’s Director. Chief Accountant shall take charge of accounting, financial and statistical works of the provincial cooperative fund as assigned by the fund’s Director and in conformity with regulations of the Law on accounting and the fund’s charter on organization and operation;

c) The assistant apparatus of the provincial cooperative fund consists of professional and specialized departments or divisions in charge of advising and assisting the fund’s Chairperson and General Director in managing the fund. The fund’s Director shall decide to appoint or dismiss holders of leadership positions of the assistant apparatus after obtaining approval from the fund’s Chairperson. Organizational structure, functions, duties and powers of the assistant apparatus are specified in the fund’s charter on organization and operation;

d) Standards and requirements for being appointed as Deputy Director(s) and Chief Accountant of the provincial cooperative fund are prescribed in its charter on organization and operation;

dd) Rights and responsibilities of Deputy Director(s), Chief Accountant and assistant apparatus of the provincial cooperative fund are specified in its charter on organization and operation.

Article 18. Organizational structure of provincial cooperative funds that operate under cooperative business model

1. Organization structure of the fund consists of:

a) General meeting of members;

b) Board of Directors;

c) Controller;

d) Executive board, composed of: Director, Deputy Director(s), Chief Accountant and assistant apparatus.

2. General meeting of members:

a) General meeting of members shall have the ultimate decision-making power of the provincial cooperative fund that operates under the cooperative business model. There are annual general meeting of members and extraordinary general meeting of members. The general meeting of members may be held in the form of a plenary meeting of its members or a meeting of representatives of members in accordance with regulations of the Law on cooperatives;

b) Rights and duties of the general meeting of members shall comply with the Law on cooperatives.

3. Board of Directors:

a) The Board of Directors of the provincial cooperative fund shall be elected and dismissed by the general meeting of members in the form of a secret ballot. The Board of Directors is composed of at least 03 members, including: Chairperson and other members. Chairperson of the Board of Directors of the provincial cooperative fund may work under full-time or part-time working regime, has the term of office not exceeding 05 years, and may be re-appointed for up to 02 terms;

b) Chairperson of the Board of Directors of the provincial cooperative fund must satisfy the standards and requirements in Point c Cause 4 Article 17 hereof and the charter on organization and operation of the provincial cooperative fund;

c) Chairperson of the Board of Directors of the provincial cooperative fund shall have rights and responsibilities prescribed in the fund’s charter on organization and operation.

4. Controller of the provincial cooperative fund:

a) Controller of the provincial cooperative fund shall be elected and dismissed by the general meeting of members in the form of a secret ballot;

b) Controller of the provincial cooperative fund may work under full-time or part-time working regime, has the term of office not exceeding 05 years, and may be re-appointed for up to 02 terms to take charge of controlling the performance of management and administration tasks of the Board of Directors and Director of the fund, and other relevant contents;

c) Controller of the provincial cooperative fund must satisfy the standards and requirements in Cause 3 Article 11 hereof and the charter on organization and operation of the provincial cooperative fund;

d) The general meeting of members shall ratify the resolution on promulgation of practice rules of controller of the provincial cooperative fund which must be conformable with the Law on cooperatives and regulations herein.

5. Director of the provincial cooperative fund:

a) Director of the provincial cooperative fund shall be appointed and dismissed by the general meeting of members in the form of secret ballot; directly take charge of managing operations of the fund. Director of the fund shall hold the term of office not exceeding 05 years and may be re-appointed or replaced;

b) Director of the provincial cooperative fund must satisfy the standards and requirements in Point c Cause 6 Article 17 hereof and the charter on organization and operation of the provincial cooperative fund;

c) Director of the provincial cooperative fund shall have rights and responsibilities prescribed in the fund’s charter on organization and operation.

6. Deputy Director(s), Chief Accountant and assistant apparatus:

a) Deputy Director(s) of the provincial cooperative fund shall be appointed and dismissed by Chairperson of the Board of Directors of the fund at the request of the fund’s Director. Deputy Director(s) of the provincial cooperative fund shall assist the fund’s Director in managing the fund’s operations as assigned and authorized by the fund’s Director; assume responsibility before the fund’s Director and before the law for their performance of assigned and authorized tasks. Chairperson of the Board of Directors shall decide the structure and number of Deputy Directors according to the fund’s operational scale and conditions in each period;

b) Chief Accountant of the provincial cooperative fund shall be appointed and dismissed by Chairperson of the Board of Directors of the fund at the request of the fund’s Director. Chief Accountant shall take charge of accounting, financial and statistical works of the provincial cooperative fund as assigned by the fund’s Director and in conformity with regulations of the Law on accounting and relevant laws;

c) The assistant apparatus of the fund consists of professional and specialized departments or divisions in charge of advising and assisting Board of Directors and Director of the fund in managing the fund. The fund’s Director shall decide to appoint or dismiss holders of leadership positions of the assistant apparatus after obtaining approval from the fund’s Board of Directors. Organizational structure, functions, duties and powers of the assistant apparatus are specified in the fund’s charter on organization and operation;

d) Standards and requirements for being appointed as Deputy Director(s) and Chief Accountant of the provincial cooperative fund are prescribed in its charter on organization and operation;

dd) Rights and responsibilities of Deputy Director(s), Chief Accountant and assistant apparatus of the provincial cooperative fund are specified in its charter on organization and operation.

Article 19. Charter on organization and operation of provincial cooperative fund

1. Charter on organization and operation of a provincial cooperative fund must be conformable with its organizational and business model and include the primary contents specified in Article 14 hereof.

2. Provincial People's Committees shall promulgate charters on organization and operation of provincial cooperative funds that operate under the business model of a single-member limited liability company 100% of charter capital of which is held by State. General meetings of members of provincial cooperative funds that operate under the cooperative business model shall issue resolutions to approve their charters on organization and operation.