Decision No. 784/QD-BNV Regarding the Issuance of a Permit for Establishment and Recognition of the Articles of Association of the Cooperation and Development Fund

Pursuant to …;

Regarding the issuance of a license for establishment and recognition of the Charter of the Cooperation and Development Fund

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THE MINISTER OF THE MINISTRY OF HOME AFFAIRS

   On the basis of Decree No. 48/2008/NĐ-CP dated April 17, 2008 of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Home Affairs;

   On the basis of Decree No. 148/2007/NĐ-CP dated September 25, 2007 of the Government on the organization and operation of social funds and charitable funds;

   Considering the proposal of the founders to establish the Cooperation and Development Fund and the Director of the Department of Non-Governmental Organizations,

DECISION:

Article 1. Issuing a license for the establishment and recognition of the Charter of the Cooperation and Development Fund attached hereto.

Article 2. The Cooperation and Development Fund operates according to its Charter and the provisions of the law. The Fund is subject to state management by the Ministry of Labor, Invalids and Social Affairs and other relevant ministries and sectors regarding the fields of the Fund's activities.

Article 3. This Decision takes effect from the date of signature.

Article 4. The Chairman of the Management Board of the Cooperation and Development Fund, the Director of the Department of Non-Governmental Organizations, and the Director of the Office of the Ministry of Home Affairs are responsible for implementing this Decision.

CHARTER

Cooperation and Development Fund
(Recognized pursuant to Decision No. 784/QĐ-BNV dated March 21, 2011 of the Minister of Home Affairs)

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PART I

NAME, AIMS, PRINCIPLES OF ORGANIZATION, SCOPE OF ACTIVITY, AND LEGAL STATUS OF THE FUND

Article 1. Name

1. Vietnamese name: COOPERATION AND DEVELOPMENT FUND

2. Short name: C&D Fund

3. English name: COOPERATION AND DEVELOPMENT FUND

4. Short English name: C&D FUND

Article 2. Aims and Objectives

The Cooperation and Development Fund (hereinafter referred to as the Fund) is organized and operates with the aim of supporting social organizations in community development and implementing poverty reduction projects. The Fund operates without profit.

The Fund operates in accordance with the Constitution and laws of the Socialist Republic of Vietnam and the Fund's Charter.

Article 3. Principles, scope of activity, legal status, and headquarters of the Fund

1. The Cooperation and Development Fund operates according to the following principles:

a) The Fund operates without profit;

b) The Fund operates on the principle of voluntariness, self-financing, self-sufficiency, and legal responsibility for its assets;

c) The Fund must publicly disclose all financial receipts and expenditures.

2. The Fund operates according to its Charter recognized by the Minister of Home Affairs, adhering to legal regulations. The Fund is subject to state management by the Ministry of Labor, Invalids and Social Affairs and other relevant ministries and sectors in accordance with the law within the scope and fields of the Fund's activities.

3. The Fund has a nationwide scope of activity.

4. The Fund has legal personality, a seal, domestic and foreign currency accounts at banks, and its own emblem.

5. The Fund's main office is located at No. 3, Alley 10, Nguyen Thi Dieu Street, Trung Hoa, Cau Giay, Hanoi.

Telephone: 043.5558461

Email: [email protected]/ [email protected]

When necessary, the Fund may establish representative offices or branches in localities within the country in accordance with the law.

Chapter II

FUNCTIONS, TASKS, AND POWERS

Article 4. Functions of the Fund

1. Mobilizing donations from organizations and individuals both domestically and internationally; providing support to individuals and projects aimed at community development and poverty reduction.

2. Supporting the implementation of corporate social responsibility contents in economic and social development work.

3. Implementing grants authorized by domestic and international individuals and organizations for activities consistent with the Fund's aims and purposes and in compliance with the law.

Article 5. Tasks and Authorities of the Fund

1. Develop plans and implement activities aimed at providing financial support and assistance to the community for poverty alleviation and to finance other social, humanitarian, and charitable programs and projects.

2. Mobilize donations and seek financial support for the Fund; accept lawful assets donated by individuals and organizations both domestically and internationally in accordance with the Fund's charter and purposes and as stipulated by law.

3. Conduct all activities openly and transparently, with quarterly and annual activity programs.

4. Cooperate with domestic and international agencies and organizations in accordance with the law and in line with the Fund's functions and tasks.

5. Be authorized to organize services and other activities as prescribed by law to preserve and grow the Fund's assets.

6. Utilize assets and finances in accordance with the Fund's charter and purposes and implement accounting, auditing, and statistical systems as prescribed by law.

7. Perform other rights and obligations as prescribed by law.

Article 6. Obligations of the Fund

1. Operate in accordance with the Fund Charter approved by the competent state agency. All money and assets raised for the Fund must be used for their intended purpose, target, economically, and efficiently. Annually, the Fund must submit reports on its organizational structure, operations, and financial statements to the agency that permits establishment and recognizes the Fund Charter, the same-level state management agency regarding finance, and publicly disclose contributions from the Fund before March 31 of the following year.

2. During operation, the Fund must comply with the management of state agencies with jurisdiction over the relevant field of operation. Provide necessary information about income and expenditure of the Fund to state agencies when requested. Retain and publicly disclose records, vouchers, and documents related to the Fund's assets and finances; resolutions and minutes of the Fund's activities as prescribed by law.

3. Accept supervision, inspection, and monitoring by state agencies, funding organizations, and the public as prescribed by law.

4. Report to the competent state agency that permits establishment of the Fund when there are changes in the office location or personnel such as the Chairman, Director, and Chief Accountant. Any amendment to the Charter must be recognized by the state agency that permits establishment of the Fund.

Chapter III

ORGANIZATION AND OPERATIONAL STRUCTURE OF THE FUND

Article 7. Organizational Structure of the Fund

1. Management Board of the Fund.

2. Supervisory Board.

3. Fund Director, Deputy Directors, and specialized departments.

4. Representative offices and branches.

Article 8. Management Board of the Fund

1. The Fund Management Board consists of three (3) members including the Chairman, Vice-Chairman, and a member who are the founders of the Fund. Changes in the status of Board members are decided by the founders based on actual circumstances. When a founding member cannot participate in Board activities due to health reasons or other personal reasons, they may delegate another individual to represent them in the Fund Management Board, provided this delegation is agreed upon by the remaining two founders.

2. Tasks and Authorities of the Fund Management Board:

a) Elect the Chairman of the Fund Management Board;

b) Decide on the appointment and dismissal of the Fund Director and Chief Accountant;

c) Decide on the organizational structure and operational framework of the Fund;

d) Decide on the direction and plan of Fund activities;

đ) Issue regulations on the management and utilization of the Fund's revenue;

e) Monitor and inspect the Fund's activities;

g) Approve budgetary expenditures for Fund management work, financial plans, and final financial reports of the Fund;

h) Propose amendments and supplements to the operating license and Fund Charter to the competent state agency;

i) Decide on other matters as prescribed by the Fund Charter and the law.

3. Principles of Operation of the Fund Management Board:

a) The Fund Management Board is the highest authority of the Fund and decides on all issues related to the Fund;

b) The Fund Management Board convenes regularly every six months;

c) In case of emergent issues, any member of the Fund Management Board can convene a meeting by sending a notice at least one week in advance to the other members;

d) The Fund Management Board operates under democratic principles, linked to individual responsibility and duties, working collectively, and deciding by majority on issues within its authority and responsibilities in accordance with the management principles stipulated in this Charter and other laws.

Article 9. Meetings of the Fund Management Board

1. Meetings of the Fund Management Board shall be held regularly every six months and may be convened at any time when necessary. A meeting can only be conducted if at least three members of the Fund Management Board participate. Each member of the Fund Management Board may authorize another person in writing to attend meetings of the Fund Management Board and vote on their behalf within the scope of the authorization. Meetings of the Fund Management Board shall be chaired by the Chairman of the Board or, in the absence of the Chairman, the Vice-Chairman must be authorized to chair the meeting. Extraordinary meetings of the Fund Management Board shall be convened upon request of the Chairman or upon request of at least two-thirds (two-thirds) of the members of the Fund Management Board.

2. Notification of meetings of the Fund Management Board must be sent to the members of the Fund Management Board at least fifteen days before the meeting.

3. The Fund Management Board shall pass decisions through voting at meetings or by written consultation provided that at least two-thirds of the members of the Fund Management Board agree. Each member of the Fund Management Board has one vote.

Article 10. Chairman and Vice-Chairman of the Fund Management Board

1. The Chairman of the Fund Management Board is a Vietnamese citizen, the highest representative of the Fund Management Board, and is elected by the members of the Fund Management Board with more than half (one-half) of the members' votes in favor. The Chairman of the Board is responsible for supervising and urging the implementation of decisions of the Fund Management Board, presiding over meetings of the Fund Management Board.

2. The Vice-Chairman of the Fund Management Board is elected by the members of the Fund Management Board with more than half (one-half) of the members' votes in favor, assisting and advising the Chairman of the Fund Management Board on certain tasks assigned by the Chairman of the Fund Management Board according to the Charter and legal regulations. In case of necessity, the Vice-Chairman of the Fund Management Board may be authorized in writing by the Chairman of the Fund Management Board to act on behalf of the Chairman of the Fund Management Board to handle matters.

Article 11. Fund Director, Deputy Directors, and Specialized Departments

1. The Fund Director is a Vietnamese citizen appointed by the Chairman of the Fund Management Board based on the decision of the Fund Management Board, with a term not exceeding five (five) years. The Fund Director is the legal representative of the Fund and is responsible for all activities of the Fund.

2. Duties and powers of the Fund Director:

a) Directing and managing the activities of the Fund in accordance with the resolutions of the Fund Management Board, the Fund Charter, legal regulations, and being accountable to the Fund Management Board;

b) Managing daily operations of the Fund to implement programs and plans approved by the Fund Management Board;

c) Managing the Fund's capital and assets in accordance with this Charter and financial and asset management regulations;

d) Reporting periodically on the operation status of the Fund to the Fund Management Board and competent authorities as prescribed by law;

đ) Adhering to regulations on the management and use of income, expenditure standards as per the resolutions of the Fund Management Board, based on operational tasks approved by the Fund Management Board, and not using the Fund for activities other than its purposes and objectives;

e) Signing and approving transaction documents within their authority and being responsible for their decisions.

3. Deputy Directors of the Fund are selected and nominated by the Director to the Chairman of the Fund Management Board for appointment. Deputies assist the Director in completing assigned tasks, represent the Director in handling Fund affairs when the Director is absent, and are authorized in writing by the Director to manage when absent.

4. The Fund’s accounting officer is appointed by the Chairman of the Fund Management Board based on the Director's recommendation and in accordance with criteria set by the Ministry of Finance.

5. Heads and deputies of specialized departments are appointed by the Fund Director.

Article 12. Fund Supervisory Board

1. The Fund Supervisory Board shall have at least three (three) members, including the Head, Deputy Head, and members established and appointed by the Chairman of the Fund Management Board based on the decision of the Fund Management Board.

2. The Fund Supervisory Board operates independently and has the following duties:

a) Inspecting and monitoring the Fund's activities in accordance with the Charter and legal regulations;

b) Reporting and making recommendations to the Fund Management Board on inspection and supervision results and the Fund's financial situation.

Article 13. Branches and Representative Offices of the Fund

1. The Fund may establish branches and representative offices at locations other than its headquarters according to the provisions of the law.

2. The Management Board of the Fund decides on the establishment and specifies the content of activities for branches and representative offices based on the proposal of the Fund Director and in accordance with the provisions of the law.

Chapter IV

RAISING DONATIONS AND RECEIVING SPONSORSHIP

Article 14. Raising Donations and Receiving Sponsorship

1. The Fund may raise donations and solicit sponsorship both domestically and internationally to achieve its operational objectives as stipulated in the Fund's Charter and in accordance with the law.

2. All donations and sponsorships from individuals and organizations within and outside the country must be immediately deposited into the Fund in compliance with current state regulations and the Fund's Charter regarding financial income and expenditure, and simultaneously updated online for public and sponsors to monitor and oversee.

3. Overseas fundraising activities, nationwide or within provinces and centrally-administered cities, must have a project plan and be approved in writing by the Ministry of Home Affairs.

4. Organizing fundraising campaigns to support relief efforts can only be conducted when natural disasters, fires, or serious accidents causing significant casualties and property damage occur. The Chairman of the Management Board decides on organizing such campaigns and must report to relevant state authorities and the Vietnam Fatherland Front.

Article 15. Principles and Forms of Raising Donations and Receiving Sponsorship

1. Soliciting sponsorship and raising donations of money, goods, and labor from individuals and organizations must be based on voluntary principles with goodwill; the Fund shall not set minimum contribution levels to compel individuals and organizations to contribute.

2. The collection, management, and utilization of funds and goods donated by individuals and organizations for the Fund’s activities must be transparent and subject to inspection, audit, and supervision as prescribed by law.

3. Transparency includes the purpose of soliciting donations and sponsorship, results of solicitation, usage, outcomes of usage, and final settlement reports.

4. Forms of transparency include:

a) Publicly posting information at donation reception sites and aid distribution locations;

b) Announcing on mass media;

c) Providing information upon request by agencies, organizations, or individuals as required by law.

Chapter V

ASSETS AND FINANCES

Article 16. Sources of Income for the Fund

1. Voluntary contributions from founders and lawful sponsorships from domestic and foreign organizations and individuals in compliance with legal provisions.

2. Annual supplementary contributions from founders and other organizations and individuals, which will be planned annually by the Fund's Management Board.

3. Income from service provision activities or other activities as prescribed by law.

4. Sponsorships from domestic and foreign organizations, enterprises, and individuals as prescribed by law.

5. State budget funding (if applicable), including:

a) State budget support for tasks assigned by competent state authorities.

b) Performing public services, scientific research projects, target programs, and state-commissioned projects.

6. Interest from deposits and government bonds.

7. Other lawful income (if applicable).

These sources of income shall not be distributed to the founders of the Fund. Any income and profits generated during the Fund's operations shall be allocated for the Fund's activities and other purposes as recognized in the Charter.

Article 17. Use of the Fund

1. Expenditure for grants, including:

a) Grants for activities aimed at supporting disadvantaged individuals within the community, particularly those less fortunate, remote areas, persons with disabilities, victims of Agent Orange, HIV patients, and other humanitarian and charitable programs for community development as stipulated in the Fund's Charter;

b) Grants based on individual or organizational mandates and implementation of targeted grant projects in accordance with legal provisions;

c) Grants to organizations and individuals whose activities align with the Fund's objectives; expenditure for tasks assigned by state agencies (if applicable).

2. Expenditure for public services, scientific research topics, target programs, and projects commissioned by the State.

3. Expenditure for Fund management, including:

a) Salaries (allowances, subsidies if any) for the Fund's management staff;

b) Rent for office space;

c) Purchase and repair expenses for fixed assets serving the Fund's operations;

d) Office supplies;

đ) Payment for public services (electricity, water, telecommunications, environmental sanitation);

e) Other related expenditures for the Fund's operations.

4. Expenditure for purchasing government bonds and depositing idle funds of the Fund (excluding state budget funding, if any).

5. All assets raised for the Fund must be used for their intended purposes, beneficiaries, economically and efficiently:

a) For grants, donations, and support for disaster relief from floods, natural disasters, fires, and urgent assistance for patients with severe illnesses, ensuring that 100% of the funds and aid are provided directly to beneficiaries immediately upon receipt;

b) For grants with specific purposes, they must be implemented strictly according to the donor's requirements;

c) For sources of fundraising not covered under points a and b of this clause, it is necessary to ensure disbursement of at least 70% (seventy percent) of the raised capital within the fiscal year, consistent with the Fund's operational goals; in cases where less than 70% is disbursed, detailed explanations must be included in the annual financial report submitted to the agency that approved the establishment of the Fund and the relevant state financial management agency for review and decision.

Article 18. Financial Management and Asset Management of the Fund

1. Manage the Fund, implement income, expenditure, and support in accordance with the intended purpose, content, and correct beneficiaries.

2. The Fund shall organize accounting and bookkeeping in compliance with current regulations on accounting and statistics systems and the Financial Management Regulations for Social Funds and Charitable Funds issued by the Ministry of Finance pursuant to Decision No. 10/2008/QĐ-BTC dated February 12, 2008, of the Minister of Finance.

Article 19. Handling of Fund Assets in Cases of Merger, Consolidation; Division, Splitting, Dissolution, Temporary Suspension, and Termination of Operations

In cases where authorized state agencies permit mergers, consolidations, divisions, splits, dissolutions, temporary suspensions, and terminations of operations, the handling of Fund assets shall be carried out in accordance with Government Decree No. 148/2007/NĐ-CP dated September 25, 2007, on the organization and operation of social funds and charitable funds and related legal documents.

Chapter VI

REWARDS AND DISCIPLINE

Article 20. Awards

Members or organizations that make significant, effective, and positive contributions to the Fund's work may be considered for rewards by the Fund's Management Board or recommended for rewards by state agencies and relevant agencies in accordance with the law.

Article 21. Disciplinary Measures

Organizations and individuals belonging to the Fund who violate the Charter of the Fund and engage in actions that harm the reputation of the Fund shall be subject to disciplinary measures or criminal responsibility pursued depending on the severity of the violation. If damage is caused, compensation must be provided in accordance with the provisions of the law.

Article 22. Complaints and Accusations

The Fund has the right to file complaints and accusations in accordance with the provisions of the law. In cases where complaints are made regarding decisions to temporarily suspend operations, dissolve the Fund, revoke the establishment license, or seal, during the waiting period for resolution, the Fund shall not operate.

Chapter VII

IMPLEMENTING PROVISIONS

Article 23. Amendments and Supplements

Any amendments or supplements to this Charter must be documented in writing, signed by all members of the Management Board of the Fund, and reported to the Ministry of Home Affairs for examination and decision to recognize them before they take effect.

Article 24. Effectiveness of the Charter

1. The Charter of the Cooperative and Development Fund consists of 7 Chapters and 24 Articles and takes effect from the date it is recognized by the Minister of Home Affairs.

2. Based on the legal regulations concerning social funds and charitable funds, the Management Board of the Fund is responsible for guiding and organizing the implementation of this Charter./.