Working conditions, requirements and methods for convening meetings of the Board of members
Article 97. Working conditions, requirements and methods for convening meetings of the Board of members
1. The Board of members shall work as a group; at least a meeting shall be held in a quarter to consider deciding the issues within its competence. With regard to the issues that do not need discussing, the Board of members may carry out absentee voting according to the company’s charter.
The Board of members may convene extraordinary meetings to resolve urgent issues at the request of the organization that represents the company’s owner or at the request of the Chairperson of the Board of members or when it is requested by more than 50% of members of the Board of members, by the Director/General Director.
2. The Chairperson of the Board of members or a member authorized by the Chairperson of the Board of members shall prepare the agenda, documents, convene and chair meetings of the Board of members. Members of the Board of members are entitled to propose meeting contents in writing. Contents and documents of the meeting shall be sent to members of the Board of members and invited participants (if any) at least 03 days before the meeting date. Documents related to proposed amendments to the company’s charter, the company’s development orientation, restructuring or dissolution of the company must be sent to the members at least 05 days before the meeting date.
3. The invitations may be made in writing, by phone, fax, or another electronic medium, and sent directly to each member of the Board of members and invited participants. The invitation must specify the time, location, and contents of the meeting. Online meetings may be held where necessary.
4. A meeting of members of the Board of members is considered valid when it is attended by at least 2/3 of members of the Board of members. A Resolution of the Board of members is ratified when it is voted for by more than half of the participating members; in the event of equal votes, the Chairperson of the Board of members or a person authorized to chair the meeting by the Chairperson of the Board of members shall have the casting vote. Members of the Board of members may reserve their opinions and submit a proposal to the representative agency.
5. In case of absentee voting of members of the Board of members, the Resolution of the Board of members shall be ratified when it is approved by a majority of the members.
A Resolution may be approved by using multiple copies of the same copy if each copy bears at least a signature of a member of the Board of members.
6. According to the contents and agenda of the meeting, where necessary, the Board of members is entitled or required to invite competent representatives from relevant agencies/organizations to attend the meeting and discuss the issues. Invited representatives of agencies/organizations may offer their opinions and may not vote. All opinions of invited representatives shall be written in the meeting minutes.
7. Contents of the issues discussed, opinions, voting result, decisions ratified by the Board of members, and conclusions of meetings of the Board of members shall be recorded in writing.
The Chair and secretary of the meeting are jointly responsible for the accuracy and truthfulness of the meeting minutes. The minutes of the meeting must be completed and ratified before the end of the meeting. The meeting minutes must have the following content:
a) Time, location, purposes, agenda of the meeting; list of attending members; issues to be discussed and voted; summary of opinions of each member about each issue;
b) The numbers of affirmative votes and negative votes and abstentions (if applied)
c) The decisions ratified, full names and signatures of attending members.
8. Members of the Board of members are entitled to request the Director/General Director or Deputy Director/Deputy General Director, Chief accountant, and the managers of the company and subsidiaries of which 100% charter capital is held by the company, representatives of the company’s stakes in other enterprises to provide info, documents about their financial status and performance in accordance with the regulations on information provision promulgated by the Board of members or in accordance with the Resolution of the Board of members.
The persons requested to provide information shall provide timely, sufficient, accurate information and documents at the request of members of the Board of members, unless otherwise decided by the Board of members.
9. The Board of members shall use the executive apparatus, assisting units (if any), and the company’s seal to perform their duties.
10. Operating cost of the Board of members, salaries, benefits, and other remunerations shall be included in the company’s administrative expense.
11. Where necessary, the Board of members shall seek opinions from Vietnamese and foreign consultants before deciding an importing issue within the competence of the Board of members. The consultancy cost shall be specified in financial management regulations of the company.
12. The Resolution of the Board of members shall be effective from the day on which it is ratified or from its effective date written therein, except for the cases in which it must be accepted by the representative agency.
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