Meetings of the Board of Management
Meetings of the Board of Management
1. If the Board of Management elects the chairman, then the initial meeting of the new term of the Board of Management in order to elect the chairman and to issue other decisions within its authority must be conducted within a time-limit of seven (7) working days from the date of completion of the election of the Board of Management for that term. This meeting shall be convened by the member who gains the highest number of votes. If two or more members gain the same number of votes and that number is the highest, voting shall continue until one of them has a simple majority of votes and then that person shall be deemed to be elected and shall convene the meeting.
2. Meetings of the Board of Management may be held on a regular [periodical] basis or extraordinary meetings may be held. The Board of Management may meet at the head office of the company or at some other location.
3. The chairman may convene a periodical meeting of the Board of Management at any time he considers necessary, but there must be at least one meeting every quarter.
4. The chairman of the Board of Management shall convene a meeting of the Board of Management when one of the following circumstances occur:
(a) On the request of the Inspection Committee;
(b) On the request of the director or general director or on the request of at least five
(5) other management personnel;
(c) On the request of at least two members of the Board of Management;
(d) In other circumstances stipulated in the charter of the company.
The request must be made in writing and must specify the objective and issues which need to be discussed, and decisions within the authority of the Board of Management.
5. The chairman must convene a meeting of the Board of Management within a time-limit of fifteen (15) days from the date of receipt of a request stipulated in clause 4 of this article. If the chairman fails to convene a meeting of the Board of Management pursuant to a request, the chairman shall be liable for loss caused to the company; the person making the request shall have the right to replace the Board of Management in convening a meeting of the Board of Management.
6. The chairman of the Board of Management or the convenor of the meeting of the Board of Management must send a notice of invitation to attend the meeting at the latest five (5) working days prior to the date of meeting if the charter of the company does not otherwise provide. The notice of invitation must specify the specific time and location of the meeting, the program and issues to be debated and decisions. The notice must enclose data to be used at the meeting and voting slips for the members.
The notice of invitation shall be sent by post, fax, electronic mail or other means, but they must ensure arrival at the address of each member of the Board of Management as registered with the company.
7. The chairman of the Board of Management or the convenor must also send the notice of invitation to attend the meeting together with the attached data to all the members of the Inspection Committee, the director or general director the same as to the members of the Board of Management.
The members of the Inspection Committee and the director or general director who are not concurrently members of the Board of Management shall have the right to attend meetings of the Board of Management, and to debate issues but not to vote.
8. A meeting of the Board of Management shall be conducted where there are three quarters (3/4) or more of the total members attending. Members not directly attending a meeting shall have the right to vote by sending a written vote. The written vote must be enclosed in a sealed envelope and delivered to the chairman of the Board of Management at least one hour prior to the opening of the meeting. Written votes shall only be opened in the presence of all the people attending the meeting.
A decision of the Board of Management shall only be passed when it is approved by the majority of the attending members; in the case of a tied vote, the final decision shall be made in favour of the vote of the chairman of the Board of Management.
9. Members must fully participate in all meetings of the Board of Management. A member may authorize another person to attend a meeting if the majority of members of the Board of Management agree.
- Contact directly at the following address:
Daiviet Law Firm
Daiviet Notary Office
No. 335 Kim Ma Street - Ba Dinh District - Hanoi- Vietnam
Tel: (84-4) 37478888/ Hot-line: 0933 668 166
Fax: (84-4) 37473966
