Decision No. 1269/2001/QD-NHNN on Issuing the Model Charter of People's Credit Cooperatives

Pursuant to …;

Regarding the issuance of the Model Charter for grassroots People's Credit Cooperatives

 

Pursuant to the Law on Cooperatives dated March 20, 1996 and the Law on Organized Credit Institutions No. 02/1997/QH10 dated December 12, 1997;

BASED ON THE GOVERNMENT DECREE NO. 15/CP DATED MARCH 2, 1993 ON THE TASKS, POWERS, AND RESPONSIBILITIES FOR STATE MANAGEMENT OF MINISTRIES AND GOVERNMENT AGENCIES EQUIVALENT TO MINISTRIES;

Pursuant to Decree No. 48/2001/NĐ-CP dated August 13, 2001 of the Government on the organization and operation of People's Credit Cooperatives;

At the proposal of the Director of the Department of Cooperative Credit Organizations,

Pursuant to …;:

Article 1. The Model Charter for grassroots People's Credit Cooperatives is hereby promulgated along with this Decision.

Article 2. This Decision shall take effect fifteen days from the date of signature. Grassroots People's Credit Cooperatives shall base themselves on the Model Charter promulgated along with this Decision to establish their own Charter regarding organizational structure and operations.

Article 3. The Heads of the Office, Department Heads of Cooperative Credit Organizations, Heads of relevant units under the State Bank of Vietnam, Branch Directors of the State Bank of Vietnam in provinces and centrally-administered cities are responsible for implementing and guiding grassroots People's Credit Cooperatives in carrying out this Decision.

MODEL CHARTER

GRASSROOTS PEOPLE'S CREDIT COOPERATIVE
(Issued together with Decision No. 1269/2001/QĐ-NHNN dated October 8, 2001 of the Governor of the State Bank of Vietnam)

PART I

GENERAL PROVISIONS

Article 1- Name, address, operating area.

1. Full name: Grassroots People's Credit Cooperative...

2. Abbreviated name: People's Credit Cooperative...

3. Emblem: Using the common emblem of the People's Credit Cooperative system

4. Place of business: House number..., street..., commune (ward)...,

district (city) ..., province, city...

5. Telephone number... Fax...

6. Operating area (Record according to the establishment and operation permit issued by the State Bank)

7. Operating hours: (Record according to the establishment and operation permit issued by the State Bank)

Article 2- Nature and objectives of operation.

The People's Credit Cooperative... is a cooperative credit organization voluntarily established and operated by members within its jurisdiction in accordance with the provisions of the law, primarily aimed at mutual assistance among members.

Article 3- Legal personality.

The People's Credit Cooperative... has legal personality, registered capital, its own seal, independent economic accounting, and is liable before its members and the law for its activities.

The People's Credit Cooperative... acquires legal personality from the date it receives the business registration certificate.

Article 4- Principles of organization and operation.

The People's Credit Cooperative... operates according to the following principles:

1. Voluntary joining and leaving the People's Credit Cooperative: Any Vietnamese citizen, households, and other eligible entities as stipulated in Article 7 of this Charter may become members of the People's Credit Cooperative; members have the right to leave the People's Credit Cooperative in accordance with the provisions of Article 10 of this Charter.

2. Democratic management and equality: Members of the People's Credit Cooperative have the right to participate in management, inspection, and supervision of the People's Credit Cooperative and have equal rights in voting.

3. Self-responsibility and mutual benefit: The People's Credit Cooperative is responsible for the results of its operations; it independently decides on income distribution, ensuring mutual benefits between the People's Credit Cooperative and its members.

4. Profit distribution combining member interests and cooperative development: After fulfilling tax obligations, remaining profits are allocated to various funds of the People's Credit Cooperative, part distributed according to members' contributions, and the remainder distributed to members based on their usage of cooperative services as decided by the General Assembly of Members.

5. Cooperation and community development: Members must promote collective spirit, enhance cooperation within the People's Credit Cooperative and society, and cooperate with other People's Credit Cooperatives both domestically and internationally as prescribed by law.

Article 5- Rights of the People's Credit Cooperative.

1. To raise capital, provide loans, and perform other banking services as per the operating license; to operate independently and be responsible for the results of its operations.

2. To receive state funding and financial support from organizations and individuals both domestically and internationally.

3. To request borrowers to provide financial and production-related documents related to the loan.

4. To recruit, employ, train staff, choose appropriate remuneration methods, and exercise other employer rights as prescribed by law.

5. To admit new members, handle members leaving the People's Credit Cooperative, and expel members in accordance with this Charter.

6. To decide on income distribution and loss handling as prescribed by law and this Charter.

8. To refuse requests from organizations and individuals that violate the law.

8. To refuse requests from organizations and individuals that contravene the law.

9. To exercise other related rights as prescribed by law.

Article 6Obligations of the People's Credit Cooperative.

1. To operate in accordance with the licensed permit; to comply with state regulations on currency, credit, and banking services.

2. To implement Accounting and Statistics Regulations and comply with inspection and auditing systems as prescribed.

3. To preserve and develop operational capital; to manage and utilize assets effectively.

4. To be responsible for timely repayment of deposits, loans, and other debts; to be liable for all debts and obligations with all the capital and assets owned by the People's Credit Cooperative.

5. To pay taxes as prescribed by law.

6. To participate in organizing linkages for system development with the aim of building a safe, effective, and sustainable People's Credit Cooperative system.

8. To ensure the benefits of members and fulfill economic commitments to members.

9. To implement labor contracts; respect the dignity and personality of workers.

10. To contribute to social insurance for staff and employees (or workers) who work regularly and receive salaries at People's Credit Funds according to the Bylaws of People's Credit Funds consistent with the law on social insurance. The salary level used as the basis for mandatory social insurance contributions must be reported through the Member Congress and registered with the provincial-level labor administration agency where the People's Credit Funds' headquarters is located.

PART II

MEMBERS

Article 7- Conditions for becoming a member.

To become a member of the Credit Cooperative ..., individuals and households must meet the following conditions:

a. Individuals must be Vietnamese citizens aged 18 or older with full capacity for civil conduct, having permanent residence registration within the operational area of the Credit Cooperative. Individuals with assets, production and business organizations, and temporary residence registration within the operational area of the Credit Cooperative may also be considered for membership.

b. Households must appoint a representative who meets the conditions and standards to be a member of the Credit Cooperative;

c. Cooperatives and business groups with their main offices located within the operational area of the Credit Cooperative must appoint a legal representative to join as a member of the Credit Cooperative;

The subjects specified in points a, b, and c above must voluntarily join, agree to the Charter, and contribute sufficient capital to become members of the Credit Cooperative.

d. Other conditions (as determined based on specific circumstances of each Credit Cooperative).

Article 8- Rights of members.

1. To attend the Member Assembly or elect representatives to attend the Member Assembly, participate in meetings of members to discuss and vote on matters of the Credit Cooperative;

2. To nominate and be elected to the Board of Directors, Supervisory Board, and other positions elected by the Credit Cooperative;

3. To deposit money, borrow funds, and share profits according to their capital contribution;

4. To enjoy common social benefits of the Credit Cooperative as prescribed by law;

5. To be rewarded for significant contributions to the establishment and development of the Credit Cooperative;

6. To receive necessary information related to the activities of the Credit Cooperative;

7. To raise, reflect, and propose issues related to the activities of the Credit Cooperative and request responses; to request the Board of Directors and Supervisory Board to convene an extraordinary Member Assembly to address urgent issues;

8. To transfer their capital contribution, rights, and obligations to another member or a person eligible to become a member;

9. To have the right to resign from the Credit Cooperative as stipulated in Article 10 of the Charter;

10. To be refunded their capital contribution and other rights upon leaving the Credit Cooperative as stipulated in Clause 3 and 4 of Article 12 of the Charter and guidelines of the State Bank. In cases where a member dies, the capital contribution and other rights and obligations of the member shall be resolved in accordance with laws on inheritance.

Article 9- Obligations of members.

1. To comply with the Charter and resolutions of the Member Assembly;

2. To contribute capital as prescribed in Article 26 of the Charter.

3. To cooperate and support each other among members, contributing to the construction and promotion of the development of the Credit Cooperative;

4. To jointly bear responsibility for risks and losses of the Credit Cooperative within the scope of their capital contribution;

5. To repay the principal and interest of loans from the Credit Cooperative as committed;

6. To compensate for damages caused to the Credit Cooperative as decided by the Member Assembly.

Article 10- Circumstances for considering withdrawal from the Credit Cooperative.

Members may be considered for withdrawal from the Credit Cooperative in the following situations:

1. Members genuinely encounter difficulties such as: themselves or family members suffering from prolonged illness, elderly members living alone, members engaged in production and business experiencing prolonged losses without recovery capability;

2. Members encountering risks due to force majeure such as: production and business operations affected by natural disasters, epidemics, fires;

3. Other cases (each Credit Cooperative will base its regulations on actual circumstances).

Article 11 - Provision of information classified as state secrets within the banking sector to foreign organizations and individuals. Situations for expulsion.

1. Members who fail to comply with the Charter and resolutions of the Member Assembly;

2. Deliberately defaulting on debts, engaging in actions that misrepresent the situation of the Credit Cooperative's operations.

3. Other cases (each Credit Cooperative will base its regulations on actual circumstances).

Bank employees carrying classified materials within the banking sector's state secrets abroad for work or scientific research purposes must obtain permission in writing from the Governor of the State Bank. The application must clearly state the person carrying the classified materials; the scope and intended use. Upon departure, they must present the approved application to the immigration management agency at the border checkpoint. Termination of member status.

1. Member status terminates in the following cases:

a. Individual members die or lose their capacity for civil conduct;

b. Members who have requested to leave the Credit Cooperative and been accepted;

c. Legal entity members when the organization is dissolved or declared bankrupt;

d. Members expelled by the Member Assembly;

đ. Members who have transferred all their capital contribution and member rights and obligations to others;

e. Other cases (each Credit Cooperative will base its regulations on actual circumstances).

2. When a member wishes to resign from the Credit Cooperative, they must submit a request to the Board of Directors at least one month in advance for consideration and decision.

3. Upon leaving the Credit Cooperative, members can transfer their capital contribution, rights, and obligations to another member or a person eligible to become a member of the Credit Cooperative. In cases specified in Points a, c, and d of Clause 1 of this Article, if the capital contribution cannot be transferred to another person, it will be refunded.

4. The refund of capital contribution and accrued interest (if any) to members must be based on the financial status of the Credit Cooperative at year-end settlement, after the member has settled all financial obligations (if any) with the Credit Cooperative, including:

a. Repayment of all loans from the Credit Cooperative (principal and interest);

b. Losses that must be compensated due to liability or joint liability;

c. Bearing a portion of business losses and risks in the operation of the Credit Cooperative, the specific amount corresponding to the proportion of the member's capital contribution as decided by the Member Assembly.

5. Members leaving the Credit Cooperative are entitled to benefits from the reward fund and welfare fund as decided by the Member Assembly.

CHAPTER III

ORGANIZATION AND MANAGEMENT OF THE CREDIT COOPERATIVE

2. Individuals tasked with coming into contact with state secrets in any form must strictly adhere to legal provisions on protecting state secrets. Member Assembly.

1. The Member Assembly has the highest decision-making power of the Credit Cooperative.

2. The General Member Assembly or the Representative Member Assembly (collectively referred to as the Member Assembly) have the same duties and powers. Based on the actual situation at the Credit Cooperative and guidelines from the State Bank, the Board of Directors decides on the organization of the Member Assembly, the election of representatives to attend the Member Assembly, and the number of representatives attending each assembly session.

3. Annual General Meeting: Held once a year within ninety days from the date of closing the financial year's settlement accounts, convened by the Board of Directors. The Credit Union organizes the term-end General Meeting when the term of the Board of Directors and the Supervisory Board expires. (Based on actual circumstances, the Credit Union Charter may stipulate that the term-end General Meeting be combined with the annual General Meeting).

4. Extraordinary General Meeting: Convened by the Board of Directors or the Supervisory Board to decide on matters exceeding the authority of the Board of Directors or the Supervisory Board.

In case at least one-third (one third) of the total members jointly request the convening of a General Meeting and submit their requests to the Board of Directors or the Supervisory Board, the Board of Directors must convene the General Meeting within fifteen days from the date of receiving all requests. If the Board of Directors fails to convene the General Meeting beyond this period, the Supervisory Board must convene an extraordinary General Meeting to address the issues raised in the requests.

1. Destruction of materials containing state secrets classified as Top Secret or Confidential that are no longer in use shall be decided by the Governor of the State Bank. Contents of the General Meeting.

The Member Congress discusses and decides on the following matters:

1. Report on the results of operations for the year, report on the activities of the Board of Directors and the Supervisory Board;

2. Financial and accounting public report, projected profit distribution and handling of losses (if any);

3. Direction of operations for the next year;

4. Increase or decrease in charter capital according to the regulations of the State Bank; minimum contribution level of members;

5. Election, supplementary election or removal of the Chairman of the Board of Directors, members of the Board of Directors, the Supervisory Board of the Credit Union;

6. Approval of the plan proposed by the Board of Directors regarding remuneration for members of the Board of Directors, the Supervisory Board, salary of the Director and other employees working at the Credit Union;

7. Approval of the list of new members admitted and members exiting the Credit Union reported by the Board of Directors; decision on expulsion of members;

8. Splitting, merging, absorption, dissolution of the Credit Union;

9. Amendment of the Charter of the Credit Union;

10. Other issues proposed by the Board of Directors, the Supervisory Board or at least one-third (one third) of the total members.

11. The term-end General Meeting also approves the report on the results of operations during the term, report on the activities of the Board of Directors and the Supervisory Board; approval of the direction of operations and election of the Chairman of the Board of Directors, members of the Board of Directors, the Supervisory Board for the new term.

Article 15 - Provisions on the number of representatives and voting at the General Meeting of the Credit Union.

1. The General Meeting must have at least two-thirds (two thirds) of the total members or member representatives present. If the required number is not met, the meeting must be postponed; the Board of Directors or the Supervisory Board must reconvene the General Meeting.

2. Decisions to amend the Charter, merge, split, dissolve the Credit Union are approved if at least three-quarters (three quarters) of the total members or member representatives present at the General Meeting vote in favor. Decisions on other issues are approved if more than half (one half) of the representatives present at the General Meeting vote in favor.

3. Voting at the General Meeting and member meetings is independent of the amount of capital contributed or the position held by the member in the Credit Union. Each member or member representative has only one vote.

Article 16- Notice of convening the General Meeting:

At least ten days before the opening of the General Meeting, the convoking body must notify each member or member representative of the time, place, and agenda of the General Meeting. The General Meeting discusses and decides on issues listed in the agenda and any arising issues if at least one-third (one third) of the total members propose them.

Article 17- Board of Directors.

1. The Board of Directors manages the Credit Union in accordance with the provisions of the law.

2. The Board of Directors has a minimum of three members; the specific number for each term is decided by the General Meeting. The Chairman and other members of the Board of Directors are directly elected by secret ballot at the General Meeting.

3. Qualifications of Board of Directors members:

a. Must be a member of the Credit Union;

b. Must be individuals with good moral character, trustworthiness, management capability, and knowledge of banking operations, meeting the criteria set by the State Bank;

c. Cannot simultaneously be a member of the Supervisory Board, Chief Accountant, or Cashier of the Credit Union, nor can they be the father, mother, wife, husband, child, or full brother or sister of these individuals;

d. Other qualifications (based on the actual operation of each Credit Union to specify).

4. The term of the Board of Directors is... years.

5. The Board of Directors is responsible for its decisions before the Member Assembly and the law.

6. The Chairman and other members of the Board of Directors may not delegate their duties and powers to persons who are not members of the Board of Directors.

Article 18 - Activities of the Board of Directors.

1. The Board of Directors shall convene at least once a month to examine and decide on matters within its authority and responsibility. In cases of necessity, extraordinary sessions may be convened upon the proposal of the Chairman of the Board of Directors or at least two-thirds (two-thirds) of the members of the Board of Directors; the Head of the Supervisory Board or at least two-thirds (two-thirds) of the members of the Supervisory Board.

2. Sessions of the Board of Directors shall be considered valid when attended by at least two-thirds (two-thirds) of the members of the Board of Directors. The Board of Directors operates based on the principle of collective decision-making and majority rule. In the event of a tie vote during a Board of Directors' ballot, the vote of the side with the session chairperson shall prevail.

3. The content and conclusions of each session of the Board of Directors must be recorded in minutes, which must bear the signatures of the chairperson and the secretary of the session. Members of the Board of Directors have the right to reserve their opinions, and such reservations must be documented in writing with the signature of the person making the reservation and stored together with the resolution of the session.

Article 19- Duties and powers of the Board of Directors.

1. Organizing the implementation of resolutions of the Member Assembly;

2. Deciding on organizational and operational issues of the Credit Cooperative (excluding matters within the authority of the Member Assembly);

3. Appointing and dismissing the Director, Deputy Director, Chief Accountant; deciding on the number of employees, organizational structure, and specialized departments of the Credit Cooperative;

4. Preparing the agenda for the Member Assembly and convening the Member Assembly;

5. Developing proposals for the Member Assembly regarding remuneration levels for Board of Directors members, Supervisory Board members, salaries of the Director and other staff working at the Credit Cooperative;

6. Considering new member admissions, handling requests from members to leave the Credit Cooperative (except in cases of expulsion) and reporting to the Member Assembly for approval;

7. Deciding on increases or decreases in the charter capital within the limits permitted by the State Bank and compiling reports to the provincial or municipal branch of the State Bank and reporting to the nearest Member Assembly;

8. Handling non-recoverable loans and other losses in accordance with state regulations;

9. Submitting to the Member Assembly reports on the operation situation and results, final accounts, proposed profit distribution plans, loss handling plans (if applicable), and plans for next year's activities;

10. Proposing amendments to the Charter;

11. Perform other tasks and powers as prescribed by law.

Article 20 - Chairman of the Board of Directors.

1. The Chairman of the Board of Directors represents the Credit Cooperative before the law.

2. The Chairman of the Board of Directors organizes the implementation of the Board of Directors' duties; convenes and chairs Board of Directors sessions; assigns and oversees Board of Directors members in implementing Member Assembly resolutions and Board of Directors decisions; urges and supervises the management activities of the Credit Cooperative's Director.

3. The Chairman of the Board of Directors signs documents within the Board of Directors' authority (documents submitted to the Member Assembly; submitted to the State Bank...).

4. Whether the Chairman of the Board of Directors can concurrently serve as the Director of the Credit Cooperative (based on the actual situation of the Credit Cooperative and guidelines from the State Bank to allow or not in the Charter).

5. The Chairman of the Board of Directors shall not concurrently participate in the board of directors or management of other credit organizations, except in the case of participating in the Board of Directors of the Central Credit Cooperative.

6. When absent, the Chairman of the Board of Directors must delegate by written authorization to another Board of Directors member to act in his place, according to the operating rules of the Board of Directors.

Article 21 - Supervisory Board 1. The Supervisory Board is responsible for monitoring and inspecting all activities of the Credit Fund in accordance with the law and the Charter of the Credit Fund.

2. The Supervisory Board shall be directly elected by the General Assembly of Members. The Supervisory Board consists of ... members, including one full-time supervisor. The Supervisory Board elects one person to serve as the Chairperson to manage the Board's work. The term of office of the Supervisory Board is the same as that of the Management Board (Credit Funds shall base on the guidelines of the State Bank and the actual situation of the Credit Fund to determine the number of Supervisory Board members appropriately).

3. Members of the Supervisory Board must meet the requirements for professional qualifications and occupational ethics as prescribed by the State Bank.

4. Members of the Supervisory Board shall not concurrently hold positions as members of the Management Board, Chief Accountant, Cashier of the Credit Fund, nor shall they be the father, mother, wife, husband, child, or full sibling of such individuals.

Article 22 - Duties and powers of the Supervisory Board

1. Inspect and supervise the Credit Fund's operations in accordance with the law; 2. Inspect and supervise compliance with the Credit Fund Charter, Resolutions of the General Assembly of Members, and Resolutions of the Management Board;

3. Inspect financial matters, accounting, income distribution, loss handling, use of funds of the Credit Fund, use of assets and state support;

4. Receive and resolve complaints and reports related to the Credit Fund's operations within their authority;

5. The Chairperson of the Supervisory Board or a representative thereof may attend meetings of the Management Board but shall not vote;

6. Request relevant persons in the Credit Fund to provide documents, books, vouchers, and other necessary information for inspection purposes, but shall not use such materials and information for other purposes;

7. Be allowed to use the internal audit machinery of the People's Credit Fund to perform the duties of the Supervisory Board;

a. When the Management Board does not correct or fails to effectively correct violations of laws, the Charter, and Resolutions of the General Assembly of Members that the Supervisory Board has requested.

b. When the Management Board does not convene an extraordinary General Assembly of Members upon the request of a member.

8. Prepare programs and convene extraordinary Member Assemblies when any of the following circumstances occur:

9. Report to the Management Board, report before the General Assembly of Members, and the State Bank on the results of supervision; recommend to the Management Board and Director to address weaknesses and violations in the operation of the Credit Fund.

Director

1. The Director of the Credit Fund shall be appointed by the Management Board.

Article 23. 2. The Director is responsible to the Management Board for managing daily operations according to assigned tasks and authorities.

3. The Director must have moral integrity, professional qualifications, and management capabilities as prescribed by the State Bank (based on the actual conditions of each Credit Fund, different standards for the Director may be set, but they must comply with legal regulations).

4. The Director shall not concurrently hold positions in economic organizations, government bodies, or other key positions locally.

5. In the absence of the Director, Deputy Directors or a Management Board member may be authorized to manage the Credit Fund's operations; the person authorized shall not redelegate this authority to another person.

Duties and Powers of the Director

1. Be responsible for managing all activities of the Credit Fund in accordance with the law, the Charter, and Resolutions of the General Assembly of Members, and Resolutions of the Management Board;

Article 24. 2. Select and propose to the Management Board for appointment or dismissal of Deputy Directors (if any) and Chief Accountants;

3. Hire, discipline, and terminate employees working at the Credit Fund;

4. Sign reports, documents, contracts, and vouchers; submit reports on the situation and results of the Credit Fund's operations to the Management Board;

5. The Director who is not a member of the Management Board may attend Management Board meetings but shall not have voting rights;

6. Prepare operational reports, final accounts, proposed profit distribution plans, loss handling plans (if any), and develop operational strategies for the coming year for the Management Board to review and present to the General Assembly of Members;

7. Refuse to implement decisions of the Chairman of the Management Board, Management Board members if they are found to be contrary to the law, the Charter, and Resolutions of the General Assembly of Members, while immediately reporting to the State Bank for appropriate action.

6. Prepare reports on operations, final accounts, proposed profit distribution, loss handling plans (if any), and develop operational guidelines for the upcoming year to be reviewed by the Board of Directors and submitted to the Members' Congress;

7. Refuse to execute decisions of the Chairman of the Board of Directors, Board members if they contravene laws, the Charter, and resolutions of the Members' Congress, and immediately report such actions to the State Bank for appropriate measures;

Article 25 - Persons who are not eligible to be members of the Board of Directors, Supervisory Board, or Executives.

The following persons shall not be elected to the Board of Directors, Supervisory Board, or appointed as General Director, Deputy General Director (if applicable):

1. Currently being pursued for criminal responsibility;

2. Those who have been convicted of serious crimes endangering national security, violating socialist ownership and citizens' property; serious economic crimes;

3. Those who have been convicted of other crimes and have not yet had their criminal records expunged;

4. Those who have previously been members of the Board of Directors or General Director of an organization that has gone bankrupt, except in the following cases:

a. Being the General Director, Chairman of the Board of Directors, or member of the Board of Directors of a business that went bankrupt due to force majeure as defined by the Government;

b. Being the General Director, Chairman of the Board of Directors, or member of the Board of Directors who did not directly bear responsibility for the reasons leading to the business's bankruptcy;

c. Being the General Director or Chairman of the Board of Directors who voluntarily filed for the business's bankruptcy in accordance with the law and have fully repaid all debts to creditors.

5. Having previously been the legal representative of an organization whose operations were suspended due to serious violations of the law;

6. The father, mother, wife, husband, children, brothers, sisters, and half-siblings of members of the Board of Directors or General Director shall not be members of the Supervisory Board, Chief Accountant, or Cashier of the same Credit Union.

PART IV

CONTENT OF OPERATIONS

Article 26 - Sources of operating capital.

1. Registered Capital: The registered capital of the Credit Union is the contributed capital of its members, with a minimum of 100,000,000 VND (one hundred million dong). Members joining the Credit Union must contribute a minimum capital of...dong, with the maximum amount (including transferred capital) not exceeding...% of the total registered capital of the Credit Union. (Based on guidelines from the State Bank, each Credit Union specifies the minimum and maximum contribution levels for members in accordance with actual conditions).

2. Raised Capital: The Credit Union raises capital through accepting demand deposits and term deposits from members and organizations; borrowing from the Central Credit Union and other credit institutions according to the regulations of the State Bank.

3. Other sources of capital: including entrusted service funds, funding from domestic and foreign organizations and individuals; various types of capital and funds formed during the operation of the Credit Union.

Article 27 - Lending activities.

1. The Credit Union...lends to customers:

a. To members; 

b. To poor households outside the membership within the operational area (according to guidelines from the State Bank, each Credit Union specifies lending to poor households in accordance with actual conditions).

c. To non-member customers in the form of collateralized savings certificates issued by the Credit Union itself.

2. Short-term, medium, and long-term loans according to the regulations of the State Bank, depending on the nature and capital availability of the Credit Union.

3. When lending, the Credit Union establishes loan application files and procedures, monitors the use of borrowed funds, terminates loans, handles debts, adjusts interest rates, and retains loan files, in accordance with the regulations of the State Bank.

4. Conducts other lending activities as prescribed by the State Bank.

Article 28 -Payment services and treasury operations.

1. The Credit Union...may open deposit accounts at the State Bank, Central Credit Union, and other credit institutions (excluding basic Credit Unions);

2. Conducts payment services and treasury operations in accordance with the regulations of the State Bank.

Article 29 - Other Activities Other activities.

1. Credit cooperatives... may use registered capital and reserve funds to contribute capital to the Central Credit Cooperative Fund and Development Organization System in accordance with the regulations of the State Bank.

2. May accept mandates and act as agents in monetary operations; may carry out other activities in accordance with the guidelines of the State Bank;

3. Carry out other activities when permitted by the State Bank.

CHAPTER V

FINANCE, ACCOUNTING AND DISTRIBUTION OF PROFITS

Article 30 - Financial Year of Credit Cooperatives The financial year of credit cooperatives begins on January 1 and ends on December 31 of each calendar year.

Article 31 - Accounting

Credit cooperatives must implement accounting according to the system of accounts and document regulations as prescribed by laws on accounting and statistics and the guidelines of the State Bank. Article 32 - Financial Receipts and Expenditures of Credit Cooperatives

Credit cooperatives shall implement financial receipts and expenditures systems in accordance with the provisions of the law and the guidelines of the Ministry of Finance and the State Bank.

Article 33 - Profit Distribution The distribution of profits of people's credit cooperatives is decided by the General Assembly of Members in accordance with the guidelines of the Ministry of Finance and the State Bank.

Article 34 - Utilization of Own Capital and Funds of Credit Cooperatives

1. Credit cooperatives may purchase and invest in fixed assets directly used for business operations at a ratio specified by the Governor of the State Bank. 2. Credit cooperatives are not allowed to use supplementary capital reserve fund, financial reserve fund, business development investment fund, unemployment assistance fund to distribute profit from contributed capital; the use of these funds is decided by the Board of Directors in accordance with the regulations of the Ministry of Finance and the guidelines of the State Bank.

3. Reward and welfare funds are used for regular or extraordinary rewards, hardship allowances for employees and members of credit cooperatives, or for investing in the construction and repair of welfare facilities of credit cooperatives; the use of these two funds is decided by the Board of Directors.

Article 35 - Implementation of Reporting Systems Credit cooperatives must implement financial reporting systems, periodic business activity reports, and extraordinary reports in accordance with the laws on accounting and statistics and the Governor of the State Bank.

Article 36 - Handling Losses

In cases where the annual settlement results in losses due to objective reasons, credit cooperatives may use profits from the following fiscal year to offset them; if the losses are caused by subjective reasons, the person responsible must compensate according to the decision of the General Assembly of Members.

MERGER, SEPARATION, LIQUIDATION, DISSOLUTION, AND WINDING UP OF CREDIT COOPERATIVES

Article 37 - Merger, Separation of Credit Cooperatives 1. The merger and separation of credit cooperatives must be based on actual needs and meet the conditions stipulated by the State Bank and current laws.

2. The General Assembly of Members decides on the merger and separation of credit cooperatives based on the plan presented by the Board of Directors before the General Assembly.

3. The procedures for merger and separation are carried out in accordance with the law and the guidelines of the State Bank. Dissolution

Credit cooperatives will be dissolved in the following cases:

Chapter VI

1. Voluntary dissolution according to the Resolution of the General Assembly of Members and approved by the State Bank;

2. Expiration of the term of operation without requesting an extension or requesting an extension but not being approved by the State Bank. 3. Being compulsorily dissolved by a competent state authority; the State Bank revokes the establishment and operation license.

1. The consolidation or division of Credit Funds must originate from practical needs and comply with conditions stipulated by the State Bank and current laws;

2. The Members' Congress decides on the consolidation or division of Credit Funds based on proposals presented by the Board of Directors;

3. Procedures for consolidation or division shall be carried out in accordance with legal provisions and guidelines issued by the State Bank;

Article 38- Dissolution.

Credit Funds shall be dissolved under the following circumstances:

1. Voluntary dissolution pursuant to a resolution of the Members' Congress and approved by the State Bank;

2. Expiration of the operating period without extension request or request for extension not approved by the State Bank;

3. Compulsory dissolution by authorized state agencies; the State Bank revokes the establishment and operation license;

Article 39 - Bankruptcy. Bankruptcy.

A credit union may be subject to bankruptcy proceedings initiated by the court according to the law after the State Bank has issued a document regarding the non-application or termination of measures to restore the credit union's payment capacity, and the system of people's credit unions has taken all supportive measures but the credit union still loses its ability to pay maturing debts.

Article 40 - Liquidation.

1. In the event that a credit union is declared bankrupt, liquidation shall be carried out in accordance with the law on enterprise bankruptcy.

2. When a credit union is dissolved, liquidation shall be conducted in accordance with the law and under the supervision of the State Bank.

3. All costs related to liquidation shall be borne by the credit union.

Chapter VII

RELATIONSHIPS OF THE CREDIT UNION

Article 41 - Relationships with state management agencies. 1. Credit unions are subject to the management of the Ministry of Finance concerning the implementation of mechanisms, policies, and financial systems.

2. They are subject to the management of the State Bank concerning the implementation of monetary policy, credit policy, and banking systems.

3. Credit unions are subject to the management of other state agencies as prescribed by law.

Article 42 - Relationships with local authorities.

1. Local authorities shall assist and create favorable conditions for credit unions to operate safely and effectively. 2. Local authorities shall provide all necessary assistance to address difficulties and obstacles during the operation of credit unions; resolve complaints and accusations; and handle violations of the law to protect the legitimate rights and interests of credit unions and their members.

3. Credit unions shall regularly report their operational status to the local authority where the credit union is headquartered.

Article 43 - Relationships with other financial-credit organizations.

Credit unions may cooperate with all domestic financial-credit organizations on an equal and mutually beneficial basis.

Article 44 - Relationships with the Central People's Credit Union. 1. It is a member of the Central People's Credit Union.

2. It can deposit funds and borrow from the Central People's Credit Union; enjoy common services provided by the Central People's Credit Union to its members; and exchange experiences on the operations of the people's credit union system.

Article 45 - Organizations, individuals, and members of credit unions who have outstanding achievements in building and developing credit unions, making significant contributions to the business activities of credit unions will be rewarded. The specific level of reward shall be decided by the Members' Congress. Article 46 -

1. Any member violating the Charter of the credit union, depending on the nature and degree of violation, may be reprimanded, warned, expelled from the credit union, or administratively sanctioned, criminally prosecuted; if causing property damage, they must compensate.

2. Any organization or individual misusing the name of a credit union for personal gain; violating laws on currency and banking activities, depending on the nature and degree of violation, may be disciplined, administratively sanctioned, or criminally prosecuted; if causing damage, they must make material compensation as prescribed by law.

Chapter VIII

REWARDS AND DISCIPLINE

Article 47 - This Charter shall take effect from the date it is approved by the State Bank. Awards.

Organizations, individuals, and members of Credit Funds who have outstanding achievements in building and developing Credit Funds and have made significant contributions to their business operations will be rewarded. Specific levels are determined by the Members' Congress;

Article 46 - Disciplinary action.

1. Any member violating the Charter of the Credit Fund, depending on the nature and degree of violation, may be reprimanded, warned, expelled from the Credit Fund, subject to administrative penalties, or criminal prosecution; if damage occurs, compensation must be provided;

2. Any organization or individual misusing the name of the Credit Fund for personal gain activities, or violating laws on currency and banking operations, depending on the nature and degree of violation, may face disciplinary action, administrative penalties, or criminal prosecution; if damage occurs, material compensation must be provided according to the law;

CHAPTER IX

FINAL PROVISIONS

Article 47 -This Charter takes effect from the date it is approved by the State Bank.

Article 48 -The amendment to the Charter shall be decided by the General Meeting of Members and must be approved by the State Bank.

Article 49 - The Charter shall be established in three copies and kept at the following locations:

            - Branch of the State Bank of the province/city: 1 copy

            - Business Registration Authority: 1 copy

            - Credit Fund …: 1 copy

REPLACEMENT OF THE BOARD OF MANAGEMENT

CHAIRMAN