Chương III Nghị định 93/2019/NĐ-CP: Tổ chức và hoạt động của quỹ

Chapter III

ORGANIZATION AND OPERATION OF FUNDS

Article 26. Fund Management Councils

1. The Fund Management Council is the fund’s management body which, in the name of the fund, decides and exercises the fund’s rights and performs the fund’s obligations. Members of the Fund Management Council must have full capacity for civil acts and no previous criminal convictions. A Fund Management Council is comprised of at least 03 members nominated by founding members and the number of members who are Vietnamese citizens must be at least 51% of total members of the Fund Management Council. In case no nominations is proposed by founding members, the Fund Management Council of the previous term shall elect members to the Fund Management Council of the subsequent term, who shall be certified by the competent authority prescribed in Article 18 hereof. The maximum term of office of the Fund Management Council is 05 years. The Fund Management Council is composed of a chairman, deputy chairmen and members.

2. If a fund is established on the basis of donated or inherited assets, the number of members representing such assets shall not exceed one-third of total members of the Fund Management Council.

3. The Fund Management Council shall have the following tasks and powers:

a) Make decisions on the fund’s development strategy and annual operation plans;

b) Decide the fund’s development solutions; consider giving approval for contracts on borrowing or selling/buying valuable assets of the fund. Assets to be considered as valuable assets are defined in the fund’s charter;

c) Elect, remove from office and dismiss its chairman, deputy chairmen and members who will be certified by a competent authority; decide the establishment of the Control Board; appoint, remove from office or dismiss the fund director or sign and terminate the contract signed with the fund director in case of hiring a director; decide the accounting manager and other managers specified in the fund’s charter;

d) Decide salaries, bonuses and other benefits of its chairman, deputy chairmen and members and the fund director, accounting manager and other managers according to the fund’s charter and relevant laws;

dd) Consider giving approval for annual financial statements and plans on use of the fund’s assets and finances;

e) Decide the fund’s organizational structure according to law regulations and the fund’s charter;

g) Make decisions on establishment of legal entities affiliated to the fund according to law regulations; decide the establishment of the fund’s branches and representative offices according to Article 32 hereof;

h) Revise the fund’s charter;

i) Decide the dissolution of the fund or propose modifications to the establishment license and acknowledgement of the fund’s charter to competent authorities;

k) Perform other tasks and powers according to this Decree and the fund’s charter.

4. The Fund Management Council works on a collegial basis and votes on the under the majority rule.

Article 27. Chairman, deputy chairmen and members of a Fund Management Council

1. Chairman of the Fund Management Council must be a Vietnamese citizen elected by the Fund Management Council, who also acts as the fund’s legal representative. The Fund Management Council’s chairman may concurrently act as the fund director.

2. The Fund Management Council’s chairman shall have the following tasks and powers:

a) Prepare or organize the preparation of operation programs and plans of the Fund Management Council;

b) Prepare or organize the preparation of agendas, contents and documents for the Management Council’s meetings or for consulting members of the Fund Management Council;

c) Convene and preside over the Management Council’s meetings or hold consultations with members of the Fund Management Council;

d) Supervise or organize the supervision of the implementation of the Fund Management Council’s decisions;

dd) Sign the Management Council’s decisions on the Management Council’s behalf;

e) Perform other tasks and powers according to this Decree and the fund’s charter.

3. The maximum term of office of the Fund Management Council’s chairman is 05 years. The Fund Management Council’s chairman may be re-elected without limitation on the number of terms.

4. In case the Fund Management Council’s chairman concurrently acts as the fund director, such case must be clearly stated in the fund’s transaction documents.

5. In case of absence, the Fund Management Council’s chairman shall authorize in writing a deputy chairman of the Fund Management Council to exercise his/her rights and perform his/her tasks on the principles specified in the fund’s charter.

6. The Fund Management Council’s chairman is assisted by deputy chairmen whose tasks and powers are specified in the fund’s charter.

7. A foreigner or the representative of a foreign organization that has contributed assets to the fund or made great contributions to the fund may be elected by founding members as deputy chairman or member of the Fund Management Council or awarded the title of honorary chairman of the fund.

Article 28. Fund directors

1. The Fund Management Council may appoint a council’s member or hire another person to act as the fund director.

2. The fund director administers the fund’s routine work, is subject to the supervision by the Fund Management Council and takes responsibility before the Fund Management Council and the law for the performance of his/her assigned powers and tasks. The maximum term of office of the fund director is 05 years and he/she may be re-elected.

3. The fund director shall have the following tasks and powers:

a) Administer and manage the fund’s operations and observe the spending limits of the fund in accordance with the Fund Management Council’s resolutions, the fund’s charter and relevant laws;

b) Issue documents falling under his/her administration responsibility and take responsibility for his/her decisions;

c) Make periodical reports on the fund’s operations to the Fund Management Council and competent authorities;

d) Manage the fund’s assets according to the fund’s charter and law regulations on financial and asset management;

dd) Propose the Fund Management Council’s chairman to appoint the fund’s deputy director(s) and leaders of affiliated units;

e) Discharge other tasks and powers according to the fund’s charter and the Fund Management Council’s decisions.

Article 29. Accounting managers

1. The accounting manager of a fund shall be appointed by the Fund Management Council, with or without the proposal of the fund director, in accordance with the law on account regarding criteria and conditions for appointment, dismissal and replacement of managers of accounting units.

2. The fund’s accounting manager shall assist the fund director in organizing and implementing the fund’s accounting and statistical work according to law regulations.

3. It is prohibited to appoint as the fund’s accounting manager a person who is prohibited from performing accounting works as regulated in the law on accounting.

4. The fund’s accounting manager shall complete settlements before the fund is consolidated, merged, fully or partially divided or dissolved or before he/she takes another job.

Article 30. Fund Control Boards

1. The Fund Control Board shall be established by the chairman of the Fund Management Council according to the Fund Management Council’s resolution. For a fund operating nationwide, in more than one province or within a province or a fund established with assets contributed by foreign citizens or organizations with Vietnamese citizens and organizations, the Control Board must have at least 03 members, including the head, deputy head and member(s). For a fund operating within a district or commune, the Fund Management Council shall also perform the fund control function.

2. The Fund Control Board operates independently and has the following tasks:

a) Inspect and supervise the fund’s operations in accordance with its charter and law regulations;

b) Settle complaints, claims and denunciations sent to the fund;

c) Submit reports to the Fund Management Council on the inspection and supervision results and financial status of the fund.

Article 31. Performance of accounting, audit and statistical works

1. A fund must organize accounting and statistical works in accordance with the law on accounting, the law on statistics and their guiding documents. To be specific:

a) Complying with regulations on accounting documents, cost-accounting and relevant economic and financial operations;

b) Opening accounting books to reflect and record relevant economic and financial operations (reflecting and monitoring contributions and donations in cash and in kind received from organizations and individuals, and organizations and individuals receiving donations in cash or in kind);

c) Making and fully and punctually submitting financial statements and annual statements to the competent authority that licensed its establishment and the finance authority of the same level with or under the competent authority that licensed its establishment.

2. The fund shall bear the inspection, examination and audit of its revenues and expenditures as well as its management and use by the finance authority of the same level with or under the competent authority that licensed its establishment and competent audit authority. It shall provide necessary information to authorities performing state management tasks when so requested according to law regulations.

Article 32. Branches and representative offices of funds

1. A fund operating nationwide or in more than one province is allowed to set up branches or representative offices in provinces or central-affiliated cities other than the province or city where it is headquartered. In such case, the fund shall send notification to the competent authority that licensed its establishment specified in Clause 1 Article 18 hereof and the People’s Committee of province or city where its branch or representative office will be located.

2. Branches and representative offices are affiliated units of the fund and shall operate according to law regulations and the fund’s charter. The fund shall take responsibility for all operations of its branches and representative offices.

3. The fund’s branch or representative office shall be subject to the state management by the People’s Committee of province or city where it is located.

4. The notification of establishment of the fund’s branch or representative office includes:

a) A written notification of the establishment of the fund’s branch or representative office, clearly stating the following information: the fund’s name and head office; the fund’s objectives, main operation fields and scope; name, address and contents and scope of operation of the branch or representative office; full name, permanent residence and number of the ID card or citizen identity card or passport of the head of the branch or representative office. This document must bear the signature and full name of the fund’s legal representative and the fund's seal;

b) A certified copy of the Fund Management Council’s decision on the establishment of the fund’s branch or representative office;

c) A certified copy of the decision on appointment of the head of the branch or representative office;

d) A certified copy of the fund’s establishment license and acknowledgement of the fund's charter and a certified copy of the acknowledged charter of the fund (the notification submitted to the competent authority that has issued the establishment license and acknowledgement of the fund’s charter must not include these copies).

Article 33. Legal entities affiliated to a fund

1. If a fund is allowed to establish its affiliated legal entities, that have operation fields conformable with the fund's charter acknowledged by a competent authority, according to a specialized law which prescribes specific conditions, procedures, application and authorities competent to grant operation license (operation license, business license or other equivalent document), the fund shall make decision on establishment of its legal entity according to regulations of such specialized law.

2. Funding for establishing a legal entity affiliated to the fund does not include donations and aids granted by domestic and overseas individuals and organizations.