Article 67 Organizational and management structure of one member companies being organizations
1. The company owner shall appoint one or several persons as authorized representatives for a term not exceeding five years in order to exercise its rights and obligations in accordance with this Law and relevant legislation. Any authorized representative must meet the criteria and conditions stipulated in clause 2 of article 48 of this Law.
2. The company owner shall have the right to replace an authorized representative at any time.
3. Where at least two persons are appointed as authorized representatives, the organizational and management structure of the company shall comprise the Members' Council, the director or general director and inspectors; in this case, the Members' Council shall comprise all authorized representatives.
4. Where one person is appointed as the authorized representative, such person shall be the chairman of the company; in this case, the organizational and management structure of the company shall comprise the chairman of the company, the director or general director and inspectors.
5. The charter of the company shall provide for the chairman of the Members' Council or chairman of the company or director or general director to be the legal representative of the company. The legal representative of a company must have permanent residence in Vietnam; must authorize in writing another person to be the legal representative of the company on the principles stipulated in the charter of the company in the case of his or her absence from Vietnam for thirty (30) days or more.
6. The functions, rights and duties of the Members' Council, the chairman of the company, the director or general director and inspectors shall be stipulated in articles 68, 69, 70 and 71 of this Law.
Article 68 The Members’ Council
1. The Members’ Council shall, in the name of the company owner, organize the implementation of rights and obligations of the company owner; shall have the right to implement rights and obligations of the company in the name of the company; shall be responsible before the law and to the company owner for the implementation of delegated rights and obligations in accordance with this Law and relevant legislation.
2. The specific rights, obligations, duties and working regime of the Members’ Council in respect of the company owner shall be as stipulated in the charter of the company and relevant legislation.
3. The company owner shall appoint the chairman of the Members’ Council. The term of office, powers and duties of the chairman of the Members’ Council shall be as stipulated in article 49 and other relevant provisions of this Law.
4. The authority and methods to convene meetings of the Members’ Council shall be as stipulated in article 50 of this Law.
5. A meeting of the Members’ Council shall be conducted where there are at least two thirds of the members attending. Where it is not stipulated in the charter of the company, each member shall have an equal vote. The Members’ Council may pass a resolution by way of collection of written opinions.
6. A resolution of the Members’ Council shall be passed when approved by over a half of the attending members. Any amendment of, addition to the charter of the company, reorganization of the company, assignment of a part or all of the charter capital of the company must be approved by at least three quarters of the attending members.
A resolution of the Members’ Council shall take legal effect from the date of passing, except where approval of the company owner is required as stipulated in the charter of the company.
7. All meetings of the Members’ Council must be recorded in the book of minutes. The content of minutes of meetings of the Members’ Council shall be as stipulated in article 53 of this Law.
Article 69 Chairman of the company
1. The chairman of the company shall, in the name of the company owner, organize the implementation of rights and obligations of the company owner; shall have the right to implement rights and obligations of the company in the name of the company; shall be responsible before the law and to the company owner for the implementation of delegated rights and obligations in accordance with this Law and relevant legislation.
2. The specific rights, obligations, duties and working regime of the chairman of the company in respect of the company owner shall be as stipulated in the charter of the company and relevant legislation.
3. A decision of the chairman of the company on the implementation of rights and obligations of the company owner shall take legal effect from the date of approval by the company owner except where otherwise stipulated in the charter of the company.