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Establishment Decision Part 02


BINH DUONG PROVINCIAL                           SOCIALIST REPUBLIC OF VIETNAM
 PEOPLE’S COMMITTEE                               Independence – Freedom – Happiness

CHARTER OF HANG HUNG CHARITY FUNDS

Be recognized in accordance with the Decision No. ... date ... month ... year ... of the Chairman of Binh Duong Provincial People’s Committee.
 

Chapter III.
ORGANIZATION AND OPERATION

Article 7. Organizational structure.
1. Fund Management Council
2. Fund Control Board
3. Fund’s Director
4. Fund’s Accounting Manager
5. Fund’s Specialized Supporting Division

Article 8. Fund Management Council.
1. The Fund Management Council is the management committee of the Fund and acts on behalf of the Fund to make decision and implement the rights and obligations of the Fund. The Fund Management Council consists of 03 (three) members nominated by the founders. In case there is no nomination from the founders of the Fund, the Fund Management Council in the previous term will elect the Fund Management Council in the subsequent term and is recognized by Binh Duong Provincial People’s Committee. The term of the Fund Management Council is 05 years. The Fund Management Council includes Chairman, Vice Chairman and members.
2. The Fund Management Council has the following rights and responsibilities:
a) To decide on the Fund’s development strategy and annual operation plans;
b) To decide on the Fund development solutions; to approve contracts for borrowing or selling, purchasing valuable assets of the Fund with the value from VND 100,000,000 or more;
c) To elect, relieve from duty or remove from office the chairman, vice chairman and members; to set up the Control Board; to appoint, remove from office or dismiss the Fund’s Director or sign and terminate the contract signed with the Fund’s Director, in case of hiring a director; to decide on the Accounting Manager and other managers specified in the Fund’s Charter;
d) To decide on salaries, bonuses and other benefits of its Chairman and Vice Chairman and the Fund’s Director, Accounting Manager and other persons working at the Fund in accordance with the Fund’s Charter and law;
d) To approve annual financial statements and plans on use of the Fund’s assets and finances;
e) To decide on the Fund’s organizational structure;
g) To decide on the setting up of legal entities under the Fund; to establish the Fund’s branches or representative offices in accordance with the law;
h) To amend, supplement to the Fund’s Charter;
i) To dissolve the Fund or propose modifications to the Fund’s establishment license and Charter to competent state agencies;
k) Within 60 (sixty) days from the effective date of the decision on recognizing the Fund’s eligibility or operation and recognition on the Fund Management Council, the Fund Management Council is responsible for developing and promulgating regulations on the management and use of assets, finance and spending levels of the Fund; prescribing the reward, discipline, claim settlement and denunciation within the Fund; providing the working time, use of labor and use of the seal of the Fund; specifying the election, removal from office and dismissal of the Chairman, Vice Chairman, members of the Fund Management Council and the working regimes of the Fund Management Council, the Fund Control Board; detailing the appointment, removal from office and dismissal of the Fund’s Director or termination of the labor contract with the Fund’s Director;
l) Other missions and rights in accordance with the provisions of the law (if any).
3. Operating rules of the Fund Management Council:
a) The meeting of the Fund Management Council shall be summoned and chaired by the Chairman of the Fund Management Council. The Fund Management Council shall organize meeting every 06 months, may organize an extraordinary meeting on request of 02 members of the Fund Management Council. The meeting of the Fund Management Council will be valid when 03 members of the Fund Management Council attend;
b) Each member of the Fund Management Council shall have 01 vote. In case the number of members attending the meeting is insufficient, the chairman of the meeting of Fund Management Council shall consult opinions from members in writing. The opinions of members in writing shall be valid as opinions of the members attending the meeting;
c) The decisions of the Fund Management Council shall be passed with the approval of 03 members of the Fund Management Council.
 
Article 9. Chairman of the Fund Management Council.
1. The Chairman of the Fund Management Council shall be a Vietnamese, is the legal representative of the Fund, and is responsible to the law for operations of the Fund. The Chairman of the Fund Management Council is elected by the Fund Management Council and has the same term with the term of the Fund Management Council.
2. Duties of Chairman of the Fund Management Council:
a) To prepare or organize the preparation of operation programs and plans of the Fund Management Council;
b) To prepare or organize the preparation of agendas, contents and documents for the Fund Management Council’s meetings or for consulting members of the Fund Management Council;
c) To convene and preside over the Fund Management Council’s meetings or hold consultations with members of the Fund Management Council;
d) To supervise or organize the supervision of the implementation of the Fund Management Council’s decisions;
e) To sign the Fund Management Council’s decisions on the latter’s behalf;
f) To discharge other powers and tasks in accordance with the provisions of the law (if any).
3. In case of being absent, the Chairman of the Fund Management Council shall authorize in writing to the Vice Chairman of the Fund Management Council to perform the duties of the Chairman of the Fund Management Council.
 
Article 10. Vice Chairman of the Fund Management Council.
1. Vice Chairman of the Fund Management Council shall be elected by the Fund Management Council and has the same term with the term of the Fund Management Council.
2. Vice Chairman of the Fund Management Council shall support the Chairman of the Fund Management Council to manage the operations of the Fund in accordance with the assignment of the Fund Management Council and perform the duties in accordance with the authorization of the Chairman of the Fund Management Council.
 
Article 11. The Fund Control Board.
1. The Fund Control Board is decided to be established by the Chairman of the Fund Management Council in accordance with the resolution from the Fund Management Council. There are 03 (three) members, including Head of the Board, Deputy Head of the Board and 01 member functioning in controlling the Fund.
2. The Fund Control Board shall operate independently and have the following duties:
a) Check and supervise the activities of the Fund in accordance with the Charter and provisions of the law;
b) Report and propose to the Fund Management Council about the results of the inspection, supervision results and the financial situation of the Fund.
 
Article 12. The Fund’s Director.
1. The Fund Management Council may appoint a council member or hire another person to act as the Fund’s Director.
2. The Fund’s Director administers the Fund’s routine work, is subject to the supervision by the Fund Management Council and takes responsibility before the Fund Management Council and law for the performance of his/her assigned powers and tasks. The maximum term of office of the Fund’s Director is 5 (five) years but he/she may be re-elected without limitation of the number of terms of office.
3. The Fund’s Director has the following tasks and powers:
a) To administer and manage the Fund’s operations and observe the spending limits of the Fund in accordance with the Fund Management Council’s resolutions, the Fund’s Charter and law;
b) To issue documents falling under his/her administration responsibility and be responsible for his/her decisions;
c) To make periodical reports on the Fund’s operations to the Fund Management Council and competent agencies;
d) To manage the Fund’s assets according to the Fund’s Charter and the law on financial and asset management;
e) To propose the Fund Management Council’s chairman to appoint the Fund’s deputy director(s) and leaders of affiliated units;
f) To discharge other tasks and powers according to the Fund’s Charter and the Fund Management Council’s decisions.
 
Article 13. Fund’s Accounting managers.
1. The Accounting Manager of the Fund shall be appointed by the Fund Management Council, with or without the proposal of the Fund’s Director, in accordance with current laws on criteria and conditions for appointment, dismissal and replacement of Accounting Managers of accounting units in the state accounting sector.
2. The Fund’s Accounting Manager shall assist the Fund’s director in organizing and implementing the Fund’s accounting and statistical work.
3. It is prohibited to appoint as the Fund’s Accounting Manager a person who has previous criminal convictions or offenses and has been disciplined for embezzlement, infringement upon state assets or violations of policies and regimes on economic and financial management but his/her criminal records have not yet been remitted.
4. In case of the Fund consolidation, merger, division, split-up or dissolution or when being transferred to another job, the Accounting Manager shall complete the settlement before the Fund is consolidated, merged, divided, split-up or dissolved or before he/she takes another job and shall still bear responsibility for accounting data and reports made under his/her management until his/her work is completely handed over to another person.
 
Article 14. Fund’s Specialized Supporting Division.
1. Depending on the development situation of the Fund, the Fund’s Director will propose the Fund Management Council to consider appointing personnel into the Supporting Division on the compact, effective and cost-saving principles.
2. Personnel from the Fund’s Director to specialized staffs shall comply with the labor contract regime. The salary regime shall be decided by the Fund Management Council.
 

Chapter IV
DONATION MOBILIZATION AND RECEPTION, OBJECTS AND CONDITIONS FOR SUPPORT

Article 16. Donation mobilization and reception.
1. The Fund is entitled to mobilize the donations and sponsorship in Vietnam and oversea to implement its operating objectives in accordance with the Charter of the Fund and the provisions of the law.
2. The mobilization from the donations and sponsors of individuals and organizations inside and outside the country to the Fund shall be submitted to the Fund immediately in accordance with the applicable provisions of the State, at the same time publicize information through the e-portal of the organization so that the public and donors can check and supervise.
3. The organization of the mobilization to overcome difficulties shall be only implemented when there is natural disaster, fire, serious incidents which cause heavy impacts on life and assets of the people. The Fund Management Council shall decide on the organization of the mobilization of donations and implement the support in accordance with the instructions from the Fatherland Front Central Committee.
4. For the donations, contributions and support for overcoming the aftermaths of floods, natural disasters and urgent relief, the Fund shall spend 100% after receiving the money and assets. For the donations with specific objectives and purposes, the Fund shall comply with the requests from the donors.
 

Article 17. Principles for mobilization and reception of donations.
1. The mobilization of donations and contributions of money, objects and efforts of individuals and organizations shall be on the voluntary basis with the generosity, the Fund shall not set out the minimum contributed amount to force individuals and organizations to implement.
2. The mobilization, reception, management and use of money and objects contributed by individuals and organizations to the Fund shall be public, transparent and shall be subject to the checking, inspection and monitoring in accordance with the provisions of the law.
3. The contents of the mobilization and reception of donations must be public and transparent, including the purposes for the mobilization and donation as well as the results of the mobilization, donation, the usage, results and settlement reports.
4. The public forms include:
a) Publicly list at the place for receiving the donations, sponsorship and support;
b) Publicize on the mass media;
c) Provide information on request from agencies, organizations and individuals in accordance with the provisions of the law.
 

Article 18. Objects and conditions for receiving the support and donation.
Organizations and individuals perform charity activities in the fields of education, health, charity and humanitarian for non-profit purposes, such as supporting children with congenital heart disease and poor & difficult situation, supporting students and pupils with good achievements and poor & difficult situation, individuals with fatal diseases and poor & difficult situation, victims of natural disasters, etc., especially giving priority to those in Binh Duong Province.
 

Chapter V
MANAGEMENT AND USE OF ASSETS AND FINANCE

 

Article 19. Revenues
The revenues of the Fund comply with the provisions of the law and the Fund does not receive money with unclear origin. The revenues include:
1. Revenues from the contribution of Dai Nam Joint Stock Company.
2. Revenues from voluntary contributions and lawful donations of domestic and overseas organizations and individuals under law.
3. Revenues from provision of services or other activities in accordance with the law.
4. Interests on deposits and government bonds.
5. Other lawful revenues (if any).

Article 20. Use of funds
1. Spending on supporting, including the implementation of the support and encouragement on the development of education, health, charity and humanitarian for non-profit purposes, such as supporting children with congenital heart disease and poor & difficult situation, supporting students and pupils with good achievements and poor & difficult situation, individuals with fatal diseases and poor & difficult situation, victims of natural disasters, etc., especially giving priority to those in Binh Duong Province.
2. To provide funding under the authorization of organizations and individuals and implement targeted funding projects under law. To provide funding to organizations and individuals in conformity with its objectives.
3. The mobilization, receipt, distribution and use of voluntary contributions to support people in remedying difficulties caused by natural disasters, fires or serious incidents and fatal patients comply with the Government’s Decree No. 64/2008/ND-CP of May 14, 2008, on mobilization, receipt, distribution and use of sources of voluntary donations for people to overcome difficulties caused by natural disasters, fires or serious incidents and for terminally ill patients.
4. The receipt and use of donations from foreign non-governmental organizations comply with the Government’s Decree No. 93/2009/ND-CP of October 22, 2009, promulgating the Regulation on management and use of foreign non-governmental aid. and relevant documents.
5. To pay expenses for the provision of public services, implementation of scientific research schemes and target programs and projects ordered by the State or performance of other tasks assigned by state agencies.
6. To cover fund management expenses.
7. To use idle money of the Fund to purchase government bonds or make savings deposit.


Article 21. Fund management expenses
1. Fund management expenses include:
a) Payment of salaries and allowances for fund managerial staffs;
b) Payment of social insurance, unemployment insurance, health insurance or other dues according to regulations;
c) Lease of working offices;
d) Procurement and repair of working supplies and assets for the Fund’s operations;
e) Payment for public services for the Fund’s operations;
f) Payment of working-trip allowances for those engaged in the mobilization, receipt, transportation and distribution of relief money and goods;
g) Payment for operations related to the performance of general tasks in the process of mobilization, receipt, transportation or distribution of relief money and goods (money for hiring warehouses and storing yards; goods cartons and transportation expenses; money transfer expenses; expenses related to the distribution of relief money and goods);
h) Other expenses related to the Fund’s operations.
2. Levels of fund management expenses:
a) The Fund Management Council shall specify a rate of fund management expenses which, however, must not exceed 5% (five per cent) of the Fund’s total annual revenues:
b) In case the total demands for fund management expenses exceed 5% (five per cent) of the Fund’s total annual revenues, the Fund Management Council shall specify a spending level after obtaining opinions of the finance agency of the same level with or the finance division of the agency competent to license its establishment;
c) By the year-end, fund management expenses which are not spent up may be carried forward to the subsequent year for further use.


Article 22. Management of assets and finances of the Fund
1. The Fund Management Council shall issue regulations on the management and use of the Fund’s assets and finances and its spending levels; approve the rate of fund management expenses and financial plans and consider and approve the Fund’s annual financial finalizations.
2. The Fund Control Board shall inspect and supervise the Fund’s operations and report and make recommendations on the Fund’s assets and finances to the Fund Management Board.
3. The Fund’s Director shall comply with regulations on management and use of the Fund’s assets, finances, revenues and spending levels according to the Fund Management Board’s resolutions on the basis of tasks and operations already approved by the Fund Management Board; and may not use the Fund’s assets and finances for operations different from the Fund’s guidelines and objectives.
4. The Fund Management Council and director shall quarterly and annually make public the Fund’s assets and finances, specifically:
a) List of contributors and donors and its amounts of contributions and donations in cash and in kind to the Fund;
b) List of beneficiaries and its received money and objects;
c) Report on the Fund’s assets and finances and the Fund’s quarterly and annual finalizations specifying every revenue and expenditure item under the Accounting Law and its guiding documents.
5. Reports on expenditure items for each fundraising campaign shall be made according to current regulations on mobilization, receipt, distribution and use of voluntary contributions to support people in remedying difficulties caused by natural disasters or fires and fatal patients.
6. Funds shall publicize its annual financial statements, finalization reports and auditor’s conclusions (if any) according to current regulations.


Article 23. Handling of assets upon consolidation, merger, division, split- up, suspension or dissolution of funds
1. When the consolidation, merger, division, split-up, suspension or dissolution of the Fund is permitted by a competent state agency, the whole money and assets of the Fund must be fully and timely inventoried before the consolidation, merger, division or split-up; and assets of such fund must not be divided.
Money and assets of the consolidating or merging fund must equal the total money and assets of the involved funds before the consolidation or merger.
The total money and assets of funds newly founded after the division or split-up of the Fund must equal money and asset of the original fund.
2. In case the Fund is suspended from operation, all its money and assets shall be inventoried and its assets shall be kept intact. During the operation suspension period, pending the issuance of a decision by a competent authority, the Fund may pay regular expenses for its apparatus.
3. When the Fund is dissolved, its assets may not be divided. The sale and liquidation of its assets comply with the Government’s Decree No.137/2006/ND-CP of November 14, 2006, on decentralization of the state management of state property at administrative agencies and public non-business units and property over which state ownership is established (referred to as Decree No.137/2006/ND-CP) and the Ministry of Finance’s Circular No. 35/2007/TT- BTC of April 10, 2007, guiding Decree No. 137/2006/ND-CP.
4. The whole existing money amount of the Fund and the proceeds from the sale or liquidation of its assets shall be used to pay its debts in the following Ordering of priority:
a) Salaries, unemployment insurance, social insurance, health insurance and other benefits of its staff according to signed labor contracts;
b) Tax debts and other payables.
5. After paying debts and dissolution expenses, the remaining money and assets of the Fund shall be remitted into the budget of the agency which has licensed its establishment.
 

Chapter VI
CONSOLIDATION, MERGER, DIVISION, SPLIT-UP, RENAMING; SUSPENSION AND DISSOLUTION OF THE FUND

Article 24. Consolidation, merger, division and split-up and renaming of the Fund
The consolidation, merger, division and split-up of funds comply with Articles 94, 95, 96 and 97 of the Civil Code, the Decree No. 30/2012/ND-CP and other relevant laws.
1. Procedures for consolidation, merger, and division and split-up of funds:
a) The Fund involved in the consolidation, merger, division or split-up shall send 1 (one) dossier set prescribed in Clause 3 of this Article to a competent state agency specified in Article 16 of the Decree No. 30/2012/ND-CP;
b) Within 30 (thirty) working days after receiving a complete and valid dossier, the competent state agency specified in Article 16 of the Decree No. 30/2012/ND-CP shall consider and permit the consolidation, merger, division or split-up of the Fund; in case of refusal, it shall issue a written reply clearly stating the reason;
c) The consolidating funds, merged fund or split-up fund shall terminate its existence and operation after obtaining a decision permitting the consolidation, merger or split-up from the competent state agency specified in Article 16 of the Decree No. 30/2012/ND-CP. The rights and obligations of the consolidating fund, merged fund or split-up fund shall be transferred to the newly founded fund or merging fund. In case of splitting up the Fund, the split-up fund and newly founded fund shall exercise the rights and perform the obligations in conformity with its respective operation purposes and take joint responsibility for the obligations of the original fund.
2. A dossier of fund consolidation, merger, division or split-up comprises:
a) An application for consolidation, merger, and division or split-up of the Fund, clearly stating the reason and new name of the Fund.
b) Draft Charter of the Fund;
c) Resolution(s) of the Fund Management Council on the consolidation, merger, division or split-up of the Fund; written consents of founders of the Fund or its lawful representatives (if any);
d) Tentative personnel of the Fund Management Council;
e) Plan on handling of assets, finances and laborers upon consolidation, merger, and division or split-up of the Fund.
3. Renaming of the Fund
a) The renaming of the Fund must be decided in a resolution of the Fund Management Council and agreed in writing by the Fund’s founders or its lawful representatives (if any);
b) The Fund shall send to a competent state agency specified in Article 16 of the Decree No. 30/2012/ND-CP 1 (one) dossier of application for renaming, comprising: an application; the Fund Management Council’s resolution on renaming the Fund; draft revised Charter; written consents of the Fund’s founders or its lawful representatives (if any);
c) Within 15 (fifteen) working days after receiving a valid and complete dossier, the competent state agency specified in Article 16 of the Decree No. 30/2012/ND-CP shall consider and re-grant a license with the Fund’s new name and recognize its revised Charter. In case of refusal, it shall issue a written reply clearly stating the reason.
4. The Fund Management Council shall organize the implementation of decisions on consolidation, merger, and division, split-up or renaming of the Fund in accordance with the provisions of the law.


Article 25. Dissolution of the Fund
1. The dissolution of the Fund shall comply with the provisions at Article 38 of the Decree No. 30/2012/ND-CP.
2. The Fund Management Council shall organize the implementation of the decision on dissolving the Fund in accordance with the provisions of the law.
 

Chapter VII
REWARD AND PUNISHMENT

Article 26. Reward
1. Organizations and individuals who make a lot of contributions to the operation of the Fund may be commended and rewarded by the Fund Management Council or proposed by the Fund Management Council to the competent State agency to be commended and rewarded in accordance with the provisions of the law.
2. The Fund Management Council shall provide the formalities, powers and order for considering the commending and rewarding within the Fund.


Article 27. Punishment

1. Any organization in the Fund or any person working at the Funds who violates any provision in this Charter, depending on the characteristics and levels of the violations, shall be applied with disciplinary measures or applied with the criminal prosecution. If they cause material losses, they shall make compensation in accordance with the provisions of the law.
2. The Fund Management Council shall provide the formalities, powers and order for considering the disciplinary measures within the Fund.
 

Chapter VIII.
EXECUTION PROVISION

Article 28. Amendment and supplementation of the Charter
The amendment and supplementation of the Charter of the Fund shall be approved by 03 members of the Fund Management Council.

Article 29. Effect
1. The Charter of HANG HUU Charity Funds consists of 08 chapters, 29 articles and takes effect from the date of being recognized by the Chairman of the Provincial People’s Committee.
2. Based on the provisions of the law on social funds, charity funds and the recognized Charter of the Fund, the Fund Management Council of HANG HUU Charity Funds is responsible for guiding and organizing the implementation of this Charter.).

RIGHT AND POSITION OF THE SIGNATORY

HEAD OF COMMITTEE

 

HUYNH UY DUNG