Decision No. 63/2011/QD-TTg Amending and Supplementing Certain Articles of the Regulation on the Organization and Operation of Private Universities issued together with Decision No. 61/2009/QD-TTg dated April 17, 2009 of the Government.

Pursuant to …;

Regarding amendments and supplements to certain provisions of the Regulation on the organization and operation of private universities issued together with Decision No. 61/2009/QĐ-TTg dated April 17, 2009 of the Government

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PRIME MINISTER

Pursuant to the Law on Organization of the Government dated December 25, 2001;

Pursuant to the Education Law dated June 14, 2005 and the Law amending and supplementing certain articles of the Education Law dated November 25, 2009;

Pursuant to Decree No. 75/2006/NĐ-CP dated August 2, 2006 of the Government detailing and guiding the implementation of certain provisions of the Education Law and Decree No. 31/2011/NĐ-CP dated May 11, 2011 of the Government amending and supplementing certain provisions of Decree No. 75/2006/NĐ-CP dated August 2, 2006 of the Government detailing and guiding the implementation of certain provisions of the Education Law;

Pursuant to Decree No. 115/2010/NĐ-CP dated December 24, 2010 of the Government stipulating responsibilities for state management of education;

Pursuant to Decision No. 58/2010/QĐ-TTg dated September 22, 2010 of the Prime Minister promulgating the Charter of Universities;

Considering the proposal of the Minister of Education and Training,

DECISION:

Article 1. Amending and supplementing certain provisions of the Regulation on the organization and operation of private universities issued together with Decision No. 61/2009/QĐ-TTg dated April 17, 2009 of the Prime Minister as follows:

1. Deleting Clause 5 and amending and supplementing Clause 2, Clause 8, Article 3 as follows:

a) Deleting Clause 5 of Article 3.

b) Supplementing Clause 2 of Article 3 as follows:

"2. Common consolidated property" refers to the common property of organizations and individuals participating in capital contribution to establish the university and the additional property accumulated during the university's operation. The common consolidated property of the university includes both divisible and indivisible common consolidated property.

c) Supplementing Clause 8 of Article 3 as follows:

"8. Shareholder" means a person who owns at least one share. A shareholder can be an organization or an individual, all shareholders have the right to participate in voting, the number of votes corresponding to the number of shares owned."

2. Amending and supplementing Clause 4 as follows:

"Article 4. State management of private universities

Private universities are subject to state management in education and training by the Ministry of Education and Training; they are also subject to territorial management by the People's Committee of the province or centrally governed city where the university is headquartered.

The People's Committee of the province or centrally governed city shall coordinate with the Ministry of Education and Training in managing private universities within their jurisdiction."

3. Amend and supplement Article 6 as follows:

"Article 6. Tasks and Powers of Private Universities

Private universities have tasks and powers as prescribed in the University Charter."

4. To amend and supplement Article 7 as follows:

"Article 7. Establishment, Permission for Educational Activities, Suspension, Merger, Division, Splitting, Dissolution of Private Universities.

The establishment, permission for educational activities, suspension, merger, division, splitting, dissolution of private universities shall be carried out in accordance with the provisions ofThe Prime Minister.

The establishment of a private university must involve at least three members (organizations or individuals) contributing to the charter capital, among which the maximum capital contribution of each member shall not exceed 51% of the charter capital of that university.”

5. Amend and supplement Article 9 as follows:

"1. The General Meeting of Shareholders consists of all shareholders. The General Meeting of Shareholders is the highest decision-making body of the university.

2. The General Meeting of Shareholders has the following rights and duties:
a) Approving the plan for building and developing the university; annual plans, phased plans; expansion, change, adjustment of fields of study, scale, and level of training, scientific and technological activity orientation proposed by the Rector.
b) Electing, appointing, dismissing members of the Board of Directors and the Supervisory Board of the university; resolving requests for supplementary or replacement members of the Board of Directors;
c) Approving the annual financial report of the university;
d) Approving internal regulations of the university regarding the standards for selecting the Board of Directors, the Supervisory Board, the Rector, Deputy Rectors, recruitment regulations, and termination of employment for lecturers and other permanent staff of the university.
đ) Approving the Regulation on Organization and Operation, Internal Financial Regulations of the university;
e) Approving decisions on increasing or decreasing the charter capital;
g) Performing other rights and duties as stipulated in the Regulation on Organization and Operation of the university.

3. The Annual General Meeting of Shareholders must be held once a year compulsorily by the Board of Directors within the first four months of the fiscal year.

The Board of Directors shall convene an extraordinary General Meeting of Shareholders in the following cases:
a) At the request of the Chairman of the Board of Directors or when two-thirds of the Board of Directors' members propose to convene a meeting for the benefit of the university;
b) When it is necessary to supplement members of the Board of Directors due to a reduction in the number of Board of Directors' members exceeding one-third of the number specified in the Regulation on Organization and Operation of the university.
c) When a shareholder or group of shareholders holding more than 30% of the shares submit a written request for a meeting if they discover serious violations of shareholders' rights by the Board of Directors or decisions made beyond its authority;
d) When the term of the Board of Directors has exceeded six months but a new Board of Directors has not been elected;
đ) Other cases as stipulated in the Regulation on Organization and Operation of the university.

All costs for convening and organizing the General Meeting of Shareholders shall be included in the operating budget of the university.

4. Conditions for convening the General Meeting of Shareholders
a) The General Meeting of Shareholders is considered validly convened when at least 65% of the total number of shares represented by attending shareholders participate in the meeting.
b) In case the first General Meeting of Shareholders is not validly convened (less than 65% of the total number of shares participating), within thirty days from the date of the first meeting, the General Meeting of Shareholders may be convened again and will be considered validly convened when at least 51% of the total number of shares represented by attending shareholders participate in the meeting. If the second General Meeting of Shareholders is still not validly convened, then twenty days after the second meeting, the General Meeting of Shareholders may proceed regardless of the number of attending shareholders and the proportion of shares held by attending shareholders.

Annual or extraordinary meetings of the Shareholders' General Meeting shall be convened by the Chairman of the Board of Directors. In case the Chairman of the Board of Directors does not convene the meeting on the scheduled date in the Board of Directors' plan, then thirty days from that date, shareholders who have proposed to convene the meeting as stipulated in point c, Clause 3 may choose one member of the Board of Directors or the Supervisory Board to convene the Shareholders' General Meeting, and such meeting shall be deemed valid.

c) The convening of shareholders to attend the Shareholders' General Meeting (annual or extraordinary) must be carried out in the form of a written notice inviting the meeting. The notice inviting the meeting, along with the proposed agenda, content of the meeting, and related documents, must be sent to all shareholders in the Shareholders' General Meeting at their permanent addresses, ensuring that shareholders receive the notice about the meeting at least seven days prior to the meeting date.

Decisions of the Shareholders' General Meeting must be notified to each shareholder within fifteen days from the date the decision was adopted.

5. The content of the Shareholders' General Meeting meetings must be recorded in minutes and approved immediately during the meeting, signed by the chairperson and the secretary of the meeting for archiving. The approval of decisions of the Shareholders' General Meeting is conducted through voting or secret ballot at the meeting.

Decisions of the Shareholders' General Meeting adopted at the meeting shall be valid when the following conditions are met: approval by at least 65% of the total number of voting shares represented by all attending shareholders; specific ratio as prescribed by the Charter on Organization and Operation of Private Schools; voting for members of the Board of Directors and the Supervisory Board must be conducted through cumulative voting, whereby each shareholder has a total number of votes corresponding to the total number of shares owned multiplied by the number of candidates to be elected for the Board of Directors or the Supervisory Board, and shareholders have the right to allocate all their votes to one or several candidates.

6. Amend Clause 1, Clause 2 of Article 10 as follows:

"1. The Board of Directors is the management body and the sole representative organization of the private university's ownership rights; responsible for organizing and implementing the Resolutions of the Shareholders' General Meeting and having the authority to decide organizational, personnel, financial, and asset matters of the university in accordance with the provisions of the law.
2. The Board of Directors shall be elected by the Shareholders' General Meeting of the private university. The Board of Directors shall be recognized by the People's Committee of the province where the university is headquartered; it must have at least three members, with an odd number of members; two-thirds of the members must have a bachelor's degree or higher. Members of the Board of Directors of the private university must be shareholders representing organizations or individuals whose share contributions meet the required level as specified by each school. The specific number of members is defined in the Charter on Organization and Operation of the school.

The term of office of the Board of Directors is five years from the date of the recognition decision by the competent authority.

7. Amend and supplement Clause 1, Clause 4 of Article 11 as follows:

a) Amend and supplement Clause 1 of Article 11 as follows:

"1. Draft the charter on organization and operation of the school, submit to the Shareholders' General Meeting for approval; propose to the Shareholders' General Meeting to consider amending and supplementing the charter and regulations of the school.

Propose to the Shareholders' General Meeting the supplementation, dismissal, or removal of members of the Board of Directors."

b) Amend and supplement Clause 4 of Article 11 as follows:

"4. Elect the President of the school and submit to the Chairman of the People's Committee of the province where the school is headquartered for the decision to recognize. Appoint Deputy Presidents according to the nomination of the President."

8. Amend Clause 1; Point b Clause 2, supplement Clause 3 of Article 14 as follows:

a) Amend Clause 1 of Article 14 as follows:

"1. The Chairman of the Board of Directors is the head of the Board of Directors; with a clear background, good political and moral qualities, holding a bachelor's degree or higher; elected among the members of the Board of Directors by the Board of Directors and recognized by the Chairman of the People's Committee of the province where the school is headquartered.

The Chairman of the Board of Directors may concurrently hold the position of President, but must meet the standards prescribed for teachers and university presidents."

b) Amend Point b Clause 2 of Article 14 as follows:

"2. The Chairman of the Board of Directors has the following rights and duties:
b) Sign and submit to the Chairman of the People's Committee of the province where the school is headquartered for the decision to recognize the President. Approve the decision to appoint Deputy Presidents, Heads, and Deputy Heads of departments (bureaus), faculties, and subjects based on the proposal of the President".

c) Amend and supplement Clause 3 of Article 14 as follows:

"3. The Chairman of the Board of Directors is authorized to use the organizational structure and seal of the school within the scope of the functions and duties of the Board of Directors and sign documents and decisions of the Board of Directors".

9. Amend and supplement Clause 1, Clause 2, Clause 3 and amend Point k, Point 1, supplement Point m into Clause 4 of Article 15 as follows:

a) Amend and supplement Clause 1 of Article 15 as follows:

"1. The President of a private university must meet the criteria prescribed by the Education Law and the Charter of the University; cannot be a civil servant or state employee; must not exceed seventy years old on the date of issuance of the recognition decision of the competent authority".

b) Amend and supplement Clause 2 of Article 15 as follows:

"2. The President of a private university shall be nominated by the Board of Directors through secret ballot with more than half of the votes in favor, approved by the Shareholders' General Meeting, and recognized by the Chairman of the People's Committee of the province where the school is headquartered. In necessary cases, the Board of Directors may organize a poll of confidence in the President during the term or suddenly.

The term of the President is the same as the term of the Board of Directors".

c) Amend and supplement Clause 3 of Article 15 as follows:

"3. The President of a private university is the person in charge of educational and training activities of the school; subject to supervision by the Board of Directors and accountable to the Board of Directors and the law for the performance of assigned rights and duties. In case the charter on organization and operation of the school does not stipulate that the Chairman of the Board of Directors is the legal representative, the President is the legal representative of the school".

d) Amend Point k, Point l, and add Point m of Clause 4, Article 15 as follows:

"4. In addition, the Rector of a private university shall have the following powers and responsibilities:
k) To nominate Deputy Rectors, Heads, and Deputy Heads of departments (offices), faculties, and subjects for the Chairman of the Board of Directors to consider and approve;
l) To propose to the General Meeting of Shareholders for approval of plans for construction and development of the university; annual implementation plans, phased plans; expansion, change, adjustment of fields of study, scale, and level of training, scientific and technological activity orientation linked with the university's development strategy; to be responsible for reporting to the Board of Directors and the General Meeting of Shareholders on educational activities and other assigned activities of the university according to regulations, and has the right to reserve personal opinions on decisions of the Board of Directors to report to the General Meeting of Shareholders and the Ministry of Education and Training or competent authorities for consideration and handling.
m) Other tasks prescribed by the organizational operation regulations of the university."

10. Add Clause 1 to Article 16 as follows:

"1. Deputy Rectors of private universities must meet the criteria stipulated by the Education Law and University Regulations; they cannot be civil servants or public officials within the state's establishment; Deputy Rectors assist the Rector. The Deputy Rector in charge of education and scientific research must meet the criteria for the Rector; the age of the Deputy Rector at the time of appointment shall not exceed seventy years old."

11. Add Clause 2 to Article 17 as follows:

"2. The Scientific and Educational Council shall be established based on the decision of the Rector upon the resolution of the Board of Directors. The Scientific and Educational Council shall elect its Chairman through secret ballot and majority vote. The term of office of the Scientific and Educational Council shall coincide with that of the Rector."

12. Amend and supplement Clause 4, add Point d to Clause 5, and amend Clause 6 of Article 29 as follows:

a) Amend and supplement Clause 4 of Article 29 as follows:

"4. Annually, the assets of the university must be inventoried and audited in accordance with the law. Private universities may apply accelerated depreciation for fixed assets to recover capital but not exceeding the maximum depreciation rate prescribed by law for enterprises."

b) Add Point d to Clause 5 of Article 29 as follows:

"5. Assets of private universities include:
d) Assets transferred from private universities (if any)."

c) Amend and supplement Clause 6 of Article 29 as follows:

"6. Ownership of assets

Assets of private universities are formed from contributions of organizations and individuals under private ownership and additional assets from the results of the university's operations belong to the common consolidated ownership. Shareholders own shares corresponding to their contribution ratio. Assets received as gifts, donations, or allocations and assets formed from the results of operations of transferred private universities are common consolidated assets that are not divided. Additional assets resulting from the operations of private universities belong to the common consolidated ownership and are divided according to the provisions of the law. Common consolidated assets not divided of transferred private universities become part of the common consolidated ownership not divided of private universities and are managed and operated by the Board of Directors, representatives of capital contributors, and core members of the university according to the principle of preservation and development. This undivided common consolidated capital cannot be withdrawn from the operational capital of the private university, can be converted into shares to calculate dividends like other share capitals. Dividends earned are used to replenish the undivided common consolidated capital, increase the accumulated capital of the private university, and for investment development.

Representatives of the undivided common consolidated capital of transferred private universities are elected by the collective of capital contributors and core members of the private university, operate according to the principle of collectivity and majority voting.

Representatives of the undivided common consolidated capital have all the rights of individual shareholders who contribute capital, including attending the General Meeting of Shareholders and voting on all issues of the General Meeting of Shareholders."

13. Amend and supplement Clause 2, Clause 3 of Article 30 as follows:

a) Amend and supplement Clause 2 of Article 30 as follows:

"2. Allocate a minimum of twenty-five percent to establish a fund for the construction and development of the university and set up other funds as decided by the Board of Directors and the General Meeting of Shareholders.

b) Amend and supplement Clause 3 of Article 30 as follows:

"3. Distribute dividends to shareholders according to their contribution ratio after fulfilling tax obligations and setting up funds as provided in Clauses 1 and 2 of this Article."

14. Amend Clause 2 of Article 31 as follows:

"2. Shareholders have the right to transfer part or all of their contributed capital to others according to the following provisions:

a) Must offer such capital to the remaining shareholders in proportion to their capital contribution in the university and at the agreed price at the time of transfer;
b) May only transfer to non-shareholders if the shareholders do not purchase, or do not purchase fully."
This Decision takes effect from December 26, 2011.

Article 2. Ministers, Heads of agencies equivalent to ministries, Heads of agencies under the Government, Chairmen of provincial People's Committees directly under the central government, and private universities are responsible for implementing this Decision./.

Article 3. The Ministers, Heads of ministerial-level agencies, Heads of government agencies, Chairpersons of provincial People's Committees under the central city, and private universities shall be responsible for implementing this Decision./.