Tiếng Việt| THE GOVERNMENT | SOCIALIST REPUBLIC OF VIET NAM |
| No. 45-CP | Hanoi, April 29, 1997 |
ISSUING THE MODEL STATUTE OF COMMUNICATION AND TRANSPORT COOPERATIVES.
THE GOVERNMENT
Pursuant to the Law on Organization of the Government of September 30, 1992;
Pursuant to the Law on Cooperatives of March 20, 1996;
At the proposal of the Minister of Communication and Transport,
DECREES:
Article 3.- The Ministers, the Heads of the ministerial-level agencies, the Heads of the agencies attached to the Government, the Presidents of the People�s Committees of the provinces and cities directly under the Central Government and the President of the Vietnam Federation of Cooperatives shall, within their respective powers and responsibilities, have to organize the implementation of this Decree.
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ON BEHALF OF THE GOVERNMENT FOR THE PRIME MINISTER DEPUTY PRIME MINISTER
Phan Van Khai
THE MODEL STATUTE OF COMMUNICATION AND TRANSPORT COOPERATIVES
(Issued together with Decree No.45-CP of April 29, 1997 of the Government)
Article 1.- Definition of a Communication and Transport Cooperative:
A communication and transport cooperative is an autonomous economic organization of persons who are engaged in communication and transport activities, share common need and interests, willingly contribute capital (in cash, real estate or means and equipment) and labor so as to cooperate in production and business in the field of communication and transport.
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Article 2.- Scope of application of the Model Statute:
This Model Statute shall apply to communication and transport cooperatives engaged in one or many branches and organized in one of the following types of ownership over production means:
1. Cooperative providing support services and not engaged in concentrated production, with means and equipment owned and managed by the members themselves; such cooperatives shall manage the production and business activities of members in accordance with law.
2. Cooperative engaged in concentrated production and business with means, supplies and equipment owned by the cooperative and acquired through capital contributions of the members to jointly carry out the production and business objectives and to share profits and risks.
3. Cooperative engaged in both support services and concentrated production and business and manage the production means under the cooperative�s ownership.
Article 3.- Name, emblem and head office of a cooperative:
A cooperative shall select its own name, emblem, business name and the address of its head office and must register them at the People�s Committee of the locality where the business registration certificate is granted.
Article 5.- The legal person status of a communication and transport cooperative:
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2. A cooperative is an economic organization having full legal person status, is entitled to open accounts, including foreign currency accounts, at banks and use its own seal.
3. A communication and transport cooperative has its organization and operation Statute.
4. A communication and transport cooperative has its capital and assets contributed by its members, takes liability for its debts and other obligations with the whole capital and assets under its ownership.
RIGHTS AND OBLIGATIONS OF THE COMMUNICATION AND TRANSPORT COOPERATIVE
Article 6.- Rights of the communication and transport cooperatives:
In addition to the rights and obligations prescribed in Articles 8 and 9 of the Law on Cooperatives, a communication and transport cooperative shall also have the following rights:
1. To operate on and request the competent level to decide the transport routes and lines; scope and objects of service suitable to its capability, meeting socio-economic requirements of the locality or the central government.
2. To undertake scientific-technical and training cooperation with schools and institutes inside and outside the communication and transport service.
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4. To certify and introduce its members who wish to join the professional association.
5. A communication and transport cooperative has other rights and obligations as provided for by law.
Article 7.- Criteria of a member of a communication and transport cooperative:
Any Vietnamese citizen aged from 18 years upward, who has good health and full capacity for civil acts, approves and commits to comply with the Statute of the cooperative, contributes capital and labor, willingly joins the cooperative shall be admitted as a member of the cooperative.
Article 8.- Rights of a cooperative member:
1. A member of a the cooperative which is engaged in the concentrated production and business, with the production means owned by the cooperative, shall have the following rights:
a/ To enjoy the priority to work for the cooperative and receive his/her pay according to his/her productivity, quality and efficiency of his/her labor.
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c/ To receive dividends according to his/her capital and labor contribution to the cooperative and the extent he/she uses the services of the cooperative.
2. A member of a cooperative of which the statutory capital and production means are owned and managed by the cooperative members, shall have the following rights:
a/ To be assigned by the cooperative the tasks and transport routes and lines...suitable to his/her capability and the cooperative�s scope of activities and distribution of the labor force.
b/ To be represented by the cooperative in signing transport contracts with goods owners or passengers transport contracts...under the service regulations agreed upon by the cooperative and its members.
c/ To receive support from the cooperative in the registration for check, registration for the circulation of the means under the name and emblem of the cooperative, in the purchase of insurance for means, cargo, passengers, etc.
d/ To receive dividends according to his/her capital contribution.
3. Rights of a member of a communication and transport cooperative of the common type are provided for in Clauses 1 and 2, Article 8 of this Model Statute:
a/ To be provided by the cooperative with necessary economic-technical information, and with training, fostering and conditions to improve professional level and skills in the communication and transport field.
b/ To benefit from the common social welfare of the cooperative, the economic commitments made by the cooperative and participate in social insurance in accordance with provisions of law.
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d/ To attend the Congress or to elect delegates to the Congress, attend the meetings of the cooperative members to discuss and vote on the work of the cooperative.
e/ To stand for, nominate and elect members of the Managing Board, the Control Board and other elected positions of the cooperative.
f/ To make proposals or suggestions to the Managing Board, the Manager, the Control Board of the cooperative and request for reply; request the Managing Board, the Manager or the Control Board to convene an extraordinary Congress of cooperative members in accordance with Clause 4, Article 26 of the Law on Cooperatives.
g/ To transfer the whole or part of his/her contributed capital, rights and obligations to other persons in accordance with the Statute of the cooperative and decisions of the Congress of cooperative members.
h/ To be refunded the contributed capital in accordance with Point d, Clause 1, Article 21 of this Model Statute and other interests when leaving the cooperative; when the cooperative member dies, his/her contributed capital and other interests and obligations shall be settled in accordance with legislation on inheritance.
i/ After fulfilling the military service duty, a member of the communication and transport cooperative can return to the cooperative if he/she so wishes but must commit himself/herself to comply with the assignment of task by the cooperative. The period of military service of the cooperative member shall be counted into his/her work seniority in the cooperative when determining his/her contribution and considering reward if necessary.
j/ To receive assistance and support from the cooperative to overcome unexpected difficulties, especially for cooperative members who are beneficiaries of entitlements.
k/ To be allowed to leave the cooperative if he/she send in the application for leaving to the Managing Board of the cooperative 60 days in advance and complete the necessary procedures stipulated by the cooperative.
Article 9.- Obligations of a cooperative member:
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2. To contribute capital in accordance with provisions of the Statute of the cooperative.
3. To fulfill his/her commitments stated in the labor contract, service contract to the cooperative, pay social insurance premium in accordance with provisions of law.
4. To protect the means, properties and capital of the cooperative, carry out procedures and comply with the regulations on safety of goods and passengers transport, cost-accounting, social insurance and other management regulations of the cooperative.
5. To establish cooperative and equal relations among the cooperative members, help one another in the common interests of the cooperative and the interests of each cooperative member.
6. To study so as to firmly grasp the communication and transport legislation related to his/her assigned task, raise his/her technical and professional level so as to ensure productivity, quality and efficiency.
7. To bear, within the scope of his/her contributed capital, the joint liability for debts, risks, damage and losses of the cooperative caused by objective reasons.
8. To compensate for the damage caused by himself/herself for subjective reasons in accordance with provisions of the Statute of the cooperative.
Article 10.- Termination of the cooperative membership:
1. Termination of cooperative membership:
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a/ The cooperative member dies.
b/ The cooperative member loses his/her capacity for civil acts.
c/ The cooperative member is allowed to leave the cooperative in accordance with Clause 3, Article 8 of this Model Statute.
d/ The cooperative member has fully transferred his/her contributed capital, rights and obligations to other persons in accordance with the provisions in Clause 3, Article 8 of this Model Statute.
e/ The cooperative member is expelled from the cooperative by the Congress of cooperative members. Other cases shall be stipulated by the Congress of cooperative members.
ORGANIZATION AND MANAGEMENT OF THE COOPERATIVE
Article 11.- The Congress of cooperative members:
1. The Congress of cooperative members has the highest decision-making power in the cooperative.
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3. The regular Congress of cooperative members shall be convened once a year by the Managing Board within three months from the date of closing the annual final accounts.
4. The extraordinary Congress of cooperative members shall be convened by the Managing Board or the Control Board of the cooperative to make decisions on necessary issues that are beyond the powers of the Managing Board or the Control Board.
If at least 1/3 (one third) of the total number of the cooperative members request the Managing Board or the Control Board to convene a Congress of cooperative members, within fifteen days from the date of receiving the request, the Managing Board shall have to convene the Congress of cooperative members. Past that time limit if the Managing Board still fails to convene the Congress, the Control Board shall convene the extraordinary Congress of cooperative members to settle the issues mentioned in the request.
Article 12.- The contents of the Congress of cooperative members:
1. The Congress of cooperative members shall discuss and make decisions on the following issues:
a/ The annual reports on the situation of production, business and service of the cooperative, the reports on the activities of the Managing Board and the Control Board in the building and development of the cooperative.
b/ The open financial-accounting report, the draft plan for profit distribution and settlement of losses.
c/ Orientation for production, business and service activities; the cooperative�s plans for operation and capital mobilization for the next year.
d/ The increase or decrease of the statutory capital; the deduction for various funds of the cooperative.
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f/ The admission of new cooperative members and cooperative members� request to leave the cooperative; the expulsion of cooperative members who have broken the cooperative�s discipline, etc.
g/ The merger, splitting or dissolution of the cooperative; the cooperative�s joining or leaving the Union of Cooperatives.
h/ The amendment and supplement to the Statute and the Rules of the cooperative.
i/ The levels of salary for the Manager and other members of the Managing Board, the Control Board and other posts in the cooperative.
j/ Other issues proposed by the Managing Board, the Control Board or at least 1/3 (one third) of the cooperative members.
2. The Congress of cooperative members must be attended by at least 2/3 (two-thirds) of the total number of cooperative members or of delegates of cooperative members. If the number of participants falls short of such level, the Congress must be postponed; the Managing Board or the Control Board shall have to reconvene the Congress.
3. The decision on the Statute amendment, the merger, splitting or dissolution of the cooperative shall be adopted only when at least 3/4 (three-fourths) of the total number of cooperative members or delegates of cooperative members present at the Congress vote for. Decisions on other issues shall be adopted when they are voted for by more than 1/2 (one half) of the delegates present at the Congress.
4. The voting at the Congress and meetings of cooperative members shall not depend on the capital contributions or the positions of the cooperative members in the cooperative. Each cooperative member or delegate of cooperative members has only one vote.
Article 13.- The Managing Board:
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2. The Managing Board shall have to manage and handle all affairs of the cooperative. The Managing Board shall be composed of the Manager, the Deputy Manager (if necessary) and a number of members. The number of members of the Managing Board shall be decided by the Congress of the cooperative members. A cooperative with less than 15 members may elect only the Manager to perform the tasks and powers of the Managing Board.
3. A member of the Managing Board shall be assigned to take charge of one or several fields of activity and management of the cooperative.
4. The Managing Board shall meet at least once a month and to be valid the meeting must be attended by at least two thirds of its members. The Managing Board shall operate on the principle of collective work and make decision by majority vote. In case the number of votes for is equal to that of votes against, the vote of the person who presides over the meeting shall be the decisive; the tenure of the Managing Board shall not be less than two years nor exceed five years and shall be decided by the Congress of cooperative members.
Article 14.- The criteria of a member of the Managing Board:
1. A member of the Managing Board must be a cooperative member having professional qualification, experiences in the activities of the communication and transport cooperative, the ability to manage the cooperative and good moral qualities.
2. A member of the Managing Board must not concurrently be a member of the Control Board, the chief accountant or the cashier of the cooperative and must not be the father, mother, wife, husband, offspring or sibling of one of such persons. In addition to the above-mentioned criteria, the Congress of cooperative members can set other criteria if necessary.
3. Persons who are engaged in communication and transport branches and occupations that require high professional knowledge and skills must participate in training and refresher courses organized by communication and transport training establishments and shall be granted certificates. The Ministry of Communication and Transport shall stipulate the list of branches and services in which the members of the Managing Board must be trained.
Article 15.- Duties and powers of the Managing Board:
1. To organize the implementation of the Statute of the cooperative and the resolutions of the Congress of cooperative members.
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3. To carry out plans for communication and transport business, production, service and other activities of the cooperative.
4. To appraise the results of communication and transport business, production and service activities in service of the socio-economic programs and other activities of the cooperative, approve the report on the settlement of the final accounts to be submitted to the Congress of cooperative members.
5. To manage properties and capital of the cooperative.
6. To consider the admission of new cooperative members and members� request to leave the cooperative (except for the expulsion of cooperative members), and then report to the Congress of cooperative members for approval.
7. To decide on the rewards and handling of violations by cooperative members and officials and staff of the cooperative in accordance with the resolutions of the Congress of cooperative members.
8. To prepare the agenda of the Congress of cooperative members and convene the regular or extraordinary Congress of cooperative members.
Article 16.- The duties and powers of the Manager of the cooperative:
The Manager is elected by the Congress of cooperative members from among the members of the Managing Board and is the cooperative�s representative at law and responsible before the Managing Board, all the cooperative members and law for his/her management of cooperative, and has the following duties and powers:
1. To complete the procedures for the establishment and business registration of the cooperative.
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a/ For a communication and transport consultancy and support cooperative:
- Running the managerial apparatus so as to ensure the self-management and maintenance of transport means by cooperative members and the implementation of production plans of the cooperative.
- Designating routes, lines or plans and assigning quotas to cooperative members within the registered operation scope of the cooperative already permitted by State management agencies.
- Signing economic contracts on products, transport services, storage yards, loading/unloading, etc. and giving transport orders according to the plans assigned to cooperative members.
- Carrying out on behalf of the cooperative members the procedures and dossiers for the registration of transport means for circulation, business registration, payment of fees and insurance premiums, registration for check of means, etc.
- Guaranteeing and supporting cooperative members in the settlement of commercial disputes, production and service activities, traffic accidents and other cases related to the communication and transport legislation.
- Providing commercial service and consultancy, communication and transport technical supplies, means and equipment.
- Providing technical service and consultancy, transfer of technology for operating new means and equipment.
- Mobilizing investment capital for concentrated activities of the cooperative.
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- Running the centralized managerial apparatus that directs the production and business: assigning to cooperative members the duties of maintaining and preserving means in use, implementing the plans for production and business of the cooperative.
- Organizing the implementation of production, technical and financial plans of the cooperative and managing the work of cooperative members in accordance with law, regimes and policies toward communication and transport branches and service.
- Distributing incomes to cooperative members according to their labor contribution, and dividing net profits in accordance with regulations of the cooperative, distributing benefits to laborers in accordance with the regulations of the communication and transport service.
- Investing the capital contributed by cooperative members in the purchase of means, equipment and infrastructure on the basis of the economic-technical feasibility study and cost estimates adopted by the Congress of cooperative members.
c/ For a mixed cooperative (consultancy, support and concentrated production and business):
The Manager of the cooperative shall manage and run the cooperative in accordance with provisions of Points a and b, Clause 2, Article 16 of this Model Statute and his/her decisions must be adopted by the Congress of cooperative members.
3. To organize the execution of business plans in accordance with the decisions of the Managing Board, the resolutions of the Congress of cooperative members and then report on the execution results.
4. To sign documents, contracts, reports and vouchers related to the operation of the cooperative within his/her assigned powers and responsibility.
5. To efficiently use the business capital of the cooperative, preserve and develop the capital, run the business activities of the cooperative and take joint liability for production and business results.
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7. To convene and preside over the meetings of the Managing Board.
8. To recruit and sack laborers in accordance with provisions of Labor Code.
9. During his/her absence, the Manager shall have to empower the Deputy Manager (if any) or a member of the Managing Board to run the affairs of the cooperative.
Article 17.- The Control Board:
1. The Control Board is elected by the Congress of cooperative members for the same tenure as that of the Managing Board.
2. A member of the Control Board must have professional qualification, working experiences in the activities of the cooperative and good ethical qualities.
3. A member of the Managing Board, the chief accountant, the cashier of the cooperative and their relatives (parents, spouses, children, siblings) must not at the same time be a member of the Control Board.
4. The Control Board with 2 members or more shall elect its Chairman to manage its work. A cooperative with less than 15 members shall elect only one controller; for a cooperative with 15 members or more, its Control Board can have from 3 to 5 members, which shall be decided by the Congress of cooperative members.
Article 18.- The duties and powers of the Control Board:
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2. The members of the Control Board shall be entitled to attend meetings of the Managing Board.
3. To convene the extraordinary Congress of cooperative members at the request of two thirds of the number of members of the Managing Board or one-third of the cooperative membership. Past the time limit of 15 days, if the Managing Board has not convened the Congress, the Control Board shall convene it.
4. To receive and settle protests and denunciations related to the work of the cooperative.
5. To request officials and members of the cooperatives to provide necessary data, documents and other information related to the business activities of the cooperative and the protests and denunciations to serve the inspection work, but not to use such documents and information for other purposes.
6. To notify the Managing Board of the inspection results and report them before the Congress of cooperative members; to certify the open financial report of the Managing Board.
7. To prepare the agenda and convene the extraordinary Congress of cooperative members in accordance with provisions of the Law on Cooperatives.
Article 19.- Organizational structure of the sections of a communication and transport cooperative:
The organizational structure of sections of a communication and transport cooperative shall be determined to conform with the management and size of the cooperative, the capacity of the managerial personnel and stipulated by the Statute of the cooperative.
Article 20.- The Party and mass organizations in the communication and transport cooperative:
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CAPITAL, PROPERTIES, DISTRIBUTION OF PROFITS AND SETTLEMENT OF LOSSES
Article 21.- The capital of the cooperative includes:
1. The capital contributed by cooperative members with the minimum level equivalent in money as defined by the Congress of cooperative members:
a/ A member may contribute capital at a time right from the beginning, which may be higher than the minimum level but must not exceed 30 percent of the statutory capital of the cooperative. Cooperative members who cannot contribute capital at a time may contribute it in several times but the time limit shall not exceed 6 months.
For a cooperative involved in a production and business line that, under the provisions of law, requires that the prescribed capital, the total capital contributed by the cooperative members in the first installment must not be lower than the corresponding prescribed capital for such branch.
b/ The value of the minimum capital contributed by each cooperative member shall be readjusted when necessary. The specific level of each readjustment shall be decided by the Congress of cooperative members.
c/ For a service and support cooperative: The cooperative�s capital shall be formed by the capital in cash contributed by the cooperative members in accordance with the Statute of the cooperative.
d/ The contributed capital shall be returned to a cooperative member when he/she loses his/her capacity for civil acts, or he/she is allowed to leave the cooperative or he/she is expelled from the cooperative by the Congress of cooperative members. The return of contributed capital to cooperative members shall be based on the financial situation of the cooperative at the time of capital return after the cooperative has completed the annual settlement of final accounts and settled all the economic interests and obligations of the cooperative members towards the cooperative. The mode and time limit for returning the contributed capital to cooperative members shall be decided by the Congress of cooperative members.
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3. Capital borrowed from banks and other credit organizations shall comply with current policies and legislation.
4. Capital subsidies from the State, capital from other sources of aid (if any).
5. Undivided profits from business activities.
Article 22.- After-tax profits shall be distributed as follows:
1. Making up for the losses of the previous year (if any).
2. Deductions for various funds:
a/ The production and business development fund: shall be used to reinvest to increase the capital and expand production and business.
b/ The welfare fund: shall be used for the implementation of welfare policies in the cooperative and the community, under specific regulations adopted by the Congress of cooperative members.
c/ The reward fund: shall be used to reward persons with effective contributions to production and business of the cooperative; effected through specific regulation adopted by the Congress of cooperative members.
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3. To be divided to the cooperative members according to their capital and labor contributions.
4. In the years when the cooperative obtains good business results, the Congress of cooperative members may decide to increase the value of the contributed capital of each cooperative member with amounts deducted from the production and business development fund and the welfare fund.
5. The rest shall be divided according to the extent of the use of services of the cooperative.
The annual profit distribution percentages for the above-said items shall be decided by the Congress of cooperative members.
1. The losses of the cooperative caused by objective reasons shall be made up for by the deductions from its funds, contributed capital of the cooperative members or profits of the subsequent accounting period.
2. If the losses are caused by subjective reasons, the concerned persons shall have to compensate for the damage.
3. Depending on the extent of losses or deficit, the Congress of cooperative members shall decide the level of compensation.
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2. The remainder of the assets, capital and funds, after paying all the debts of the cooperative and expenses for the dissolution, shall be divided to the cooperative members according to the value of their contributed capital at the time of dissolution and shall be decided by the Congress of cooperative members.
JOINING THE UNION OF COOPERATIVES, MERGER, SPLITTING, DISSOLUTION AND BANKRUPTCY OF THE COOPERATIVE
Article 27.- Joining the Federation of cooperatives:
A communication and transport cooperative can voluntarily join and leave the Federation of Cooperatives of its own freewill.
Article 28.- Bankruptcy of a communication and transport cooperative:
The request for declaration of bankruptcy of a communication and transport cooperative shall be handled in accordance with the Law on Bankruptcy of Enterprises.
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REWARD AND HANDLING OF VIOLATIONS
Article 29.- Reward and handling of violations:
1. Cooperative members and officials and employees who have recorded outstanding achievements in the building of the communication and transport cooperative shall be given material and spiritual rewards.
2. Cooperative members who violate the Statute of the communication and transport cooperative and the resolutions of the Congress of cooperative members shall, depending on the extent of the violations, be disciplined in various forms from warning to expulsion from the cooperative.
3. Cooperative members who cause damage to the properties of the communication and transport cooperative shall have to pay compensations. In addition to the above-said measures, the guilty officials and staff shall, depending on the seriousness of their faults, be dismissed from their posts or prosecuted.
Article 30.- The specific Statute of each communication and transport cooperative:
A communication and transport cooperative shall base itself on the Law on Cooperatives and this Model Statute to elaborate its own Statute. Such specific Statute must be adopted by the Congress of cooperative members and only the Congress of cooperative members or the Congress of delegates of cooperative members has the right to amend and supplement the Statute of the cooperative. The Statute of a communication and transport cooperative must be approved by the agency that has granted the business registration certificate
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