DECREE

ISSUING THE MODEL STATUTE OF THE AQUATIC RESOURCE COOPERATIVE

THE GOVERNMENT

Pursuant to the Law on Organization of the Government of September 30, 1992;
Pursuant to the Law on Cooperatives of March 20, 1996;
At the proposal of the Minister of Aquatic Resources,

DECREES:

Article 1.- To issue together with this Decree the Model Statute of the Aquatic Resource Cooperative.

Article 2.- The Minister of Aquatic Resources shall have to guide the implementation of this Model Statute.

Article 3.- The Ministers, the Heads of the ministerial-level agencies, the Heads of the agencies attached to the Government, the Presidents of the People’s Committees of the provinces and the cities directly under the Central Government and the President of the Vietnam Federation of Cooperatives shall, within the scope of their powers and responsibilities, organize the implementation of this Decree.

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ON BEHALF OF THE GOVERNMENT FOR THE PRIME MINISTER DEPUTY PRIME MINISTER




Phan Van Khai

THE MODEL STATUTE OF THE AQUATIC RESOURCE COOPERATIVE
(Issued together with Decree No.46-CP of April 29, 1997 of the Government)

Chapter I

GENERAL PROVISIONS

Article 1.- Definition of an aquatic resource cooperative:

An aquatic resource cooperative is an autonomous economic organization of people engaged in the exploitation and farming of aquatic resources and in other service, production and business activities for the exploitation and farming of aquatic resources.

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1. This Model Statute shall apply to all aquatic resource cooperatives which have registered their operations under the Law on Cooperatives and other laws of the State.

2. The cooperative aquatic resource groups and aquatic resource production teams do not fall under the scope of regulation of this Model Statute.

Article 3.- Legal person status of an aquatic resource cooperative:

An aquatic resource cooperative is an independent economic cost-accounting unit, has full legal person status, its own seal, is entitled to open accounts in Vietnamese currency and foreign currency(ies) at the banks; and carry out service, production and business activities in accordance with law.

An aquatic resource cooperative has the legal person status and shall start operation from the date on which it is granted the business registration certificate.

Article 4.- An aquatic resource cooperative shall be organized and operate on the following principles:

1. Voluntariness in joining and leaving the cooperative: All fishermen and laborers who are eligible under the Law on Cooperatives, approve the Statute of Aquatic Resource Cooperatives and voluntarily make capital and labor contributions to the cooperative may become members of the cooperative; The cooperative members may leave the cooperative in accordance with the Statute of Aquatic Resource Cooperatives;

2. Democracy and equality in the management of the cooperative: Members of an aquatic resource cooperative are entitled to take part in the management and supervision of all activities of their cooperative and have equal rights in election, standing for election and voting.

3. Self-assumption of responsibility and mutual benefits: An aquatic resource cooperative shall be responsible for the results of its service, production and business activities; decide itself the distribution of income and ensure benefits for both the cooperative and its members;

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5. Cooperation and community development: Cooperative members shall have to display the spirit of autonomy and heighten the sense of cooperation within the cooperative and in the social community at large, among the cooperatives in the country with cooperatives abroad in accordance with the provisions of law.

Article 5.- An aquatic resource cooperative shall operate in accordance with its Statute and shall have at least 10 members at any time.

Upon its establishment and business registration, an aquatic resource cooperative shall have to fully comply with the provisions of Articles 12, 13, 14 and 15 of the Law on Cooperatives and current provisions of law.

Article 6.- Rights of an aquatic resource cooperative:

1. To select the service, production or business lines and trades, and scope of operation in the field of exploitation and farming of aquatic resources and other production, business and service activities according to the needs and interests of its members and capability.

2. To decide the form and organizational structure for its service, production and business activities.

3. To export and import, enter into joint ventures and cooperation with organizations and individuals inside and outside the country in accordance with the provisions of law.

4. To hire labor and experts outside the cooperative if the cooperative members are unable to meet the requirements of labor or technical expertise in its service, production and business activities.

5. To decide on the admission of new members, settle the requests of members to leave the cooperative, the expulsion of members from the cooperative in accordance with the cooperative’s Statute.

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7. To decide the commendation and rewards for those individuals and collectives that have made meritorious achievements in the building and development of the cooperative; to discipline those members who violate the cooperative’s Statute; and force cooperative members to pay for damages caused to the cooperative.

8. To borrow capital from banks and credit organizations, mobilize capital from cooperative members, and act as guarantee for its members to borrow capital from credit organizations; be allowed to contribute capital so as to become a member of the people’s credit fund and borrow capital from such organizations;

9. To have its technological secrets protected in accordance with the provisions of law;

10. To reject organizations and individuals requests which are contrary to the provisions of law and the cooperative’s Statute;

11. To be allowed to open branches and representative offices outside the district or province or city where the cooperative is located provided that it is so permitted by the competent People’s Committee of the locality where the cooperative plans to open its branch or representative office;

12. To voluntarily join the Union of Cooperatives and the Federation of Cooperatives;

Article 7.- Obligations of an aquatic resource cooperative:

1. To carry out service, production and business activities in conformity with its registered business lines, trades and goods items.

2. To observe the regime of accounting and statistics prescribed by the State and the auditing regime of the State.

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3. To pay taxes and fulfill financial obligations in accordance with the provisions of law;

4. To preserve and develop the cooperative’s capital, manage and use the land and water areas of which the right to use has been assigned by the State to the cooperative in accordance with the provisions of law;

5. To be liable for all debts and other obligations by all the capital and assets under its ownership;

6. To protect the environment, ecology, landscape, historical relics and defense and security projects in accordance with the provisions of law;

7. To assure the rights of its members and fulfill the economic commitments to them;

8. To fulfill all obligations to the members directly engaged in labor activities and the laborers and experts hired by the cooperative, encourage and create conditions for laborers to become its members;

9. To buy social insurance for its members and other insurances as prescribed by law and according to the cooperative’s capability;

10. To pay due attention to the education, training, fostering, skill upgrading and the provision of information for all members so that they may actively participate in building the cooperative.

Article 8.- Name, emblem and head office of an aquatic resource cooperative:

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Article 9.- The production and business lines and trades and the statutory capital of an aquatic resource cooperative:

1. Production and business lines and trades:

- Exploitation of marine resources.

- Farming of aquatic and marine resources.

- Provision of services for the production, exploitation and farming of aquatic and marine resources. The cooperative may take up other production and business lines and trades.

2. Statutory capital:

The statutory capital of a cooperative shall be written in Vietnamese currency in its Statute

Chapter II

COOPERATIVE MEMBERS

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1. Vietnamese citizens who are 18 years of age and older and have the full capacity for civil acts, contribute capital labor and labor according to the Statute of the aquatic resource cooperative, approve this Statute and submit applications for cooperative membership on a voluntary basis.

2. A person may be concurrently a member of an aquatic resource cooperative and a member of another cooperative operating in different business and production lines and trades, regardless of the administrative boundaries of such cooperatives;

3. A household that wishes to join an aquatic resource cooperative shall have to nominate a representative fully qualified for cooperative membership and make an application for membership. The representative of the household shall have the same rights and obligations as other members of the cooperative.

Article 11.- Interests of cooperative members:

1. To be given priority to work for the cooperative according to their capabilities and specialties and get paid for their labor under the agreement between them and the cooperative and in line with the Resolution of the Congress of cooperative members;

2. To receive their dividends according to their capital and labor contributions and the extent of their use of the cooperative’s services.

3. To be supplied by the cooperative with the necessary economic and technical information, be given vocational training and fostering to improve their professional standards and skills

4. To enjoy the common welfare benefits of the cooperative which shall fulfill its economic commitments and buy social insurance for its members as prescribed by law.

5. To be rewarded if they made meritorious contributions to the building and development of the cooperative.

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7. To stand for election, nominate candidates for and vote the Managing Board, the Manager, the Control Board and other elected posts of the cooperative.

8. To be entitled to criticize, question or protest to the Managing Board, the Manager, the Control Board of the cooperative and request for replies; request the Managing Board, the Manager or the Control Board to convene an extraordinary Congress of cooperative members in accordance with the provisions of Clause 4, Article 14 of this Statute.

9. To be entitled to assign their contributed capital, interests and obligations to other cooperative members; the procedure for such assignment shall be defined in the cooperative’s Statute.

10. To be entitled to leave the cooperative, a cooperative member shall have to send the application to the Managing Board 30 days in advance. Upon leaving, he/she shall recover his/her contributed capital and other interests (if any) in accordance with Article 24, Item 2 of this Model Statute.

11. When a cooperative member dies, his/her contributed capital, interests and obligations shall be dealt with in accordance with the legislation on inheritance.

Article 12.- Obligations of cooperative members:

1. To abide by the Statute and rules of the cooperative as well as the resolutions of the Congresses of cooperative members.

2. To contribute capital in cash or in kind calculated in monetary equivalent. This contribution may be made in one or several installments as prescribed by the cooperative’s Statute, but the capital contributed by each cooperative member shall not at any time exceed 30 per cent of the total statutory capital of the cooperative.

3. To assure cooperation among the cooperative members; to learn so as to raise their educational and professional levels and contribute to promoting the development of the cooperative.

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5. To bear, within the limit of their contributed capital, joint liability for the debts, risks, damage and losses of the cooperative;

6. To pay for the damage caused by themselves to the cooperative in accordance with the cooperative’s Statute or the resolution of the Congress of the cooperative members.

Article 13.- Termination of cooperative membership:

1. The cooperative membership shall terminate in one of the following cases:

a) The cooperative member dies;

b) The cooperative member loses his/her capacity for civil acts;

c) The cooperative member is allowed to leave the cooperative by decision of the Congress of cooperative members.

d) The cooperative member has assigned all his/her contributed capital, interests and obligations to another person and has completed the procedure for such assignment;

e) The cooperative member is expelled from the cooperative by the Congress of cooperative members when he/she fails to fulfill his/her economic commitments to the cooperative; or when he/she refuses to share risks and damage with the cooperative as prescribed by the cooperative’s Statute.

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2. The settlement of the interests and obligations of the cooperative members in cases a, b, c and e specified in Clause 1 of this Article shall be prescribed in Article 25, Clause 2 of this Model Statute.

Chapter III

ORGANIZATIONAL APPARATUS AND MANAGEMENT OF COOPERATIVES

Article 14. - The Congress of cooperative members:

1. The Congress of cooperative members or the Congress of the cooperative members delegates (hereafter referred to as Congress of cooperative members) shall have the highest decision-making power in the cooperative. A cooperative with a membership of 150 or more may organize a Congress of the cooperative member’s delegates. The organizations, production units or groups of cooperative members shall directly elect their delegates at the ratio of at least one delegate to three cooperative members; the elected delegate is not allowed to mandate another person to attend the Congress of cooperative members on his/her behalf.

2. The regular Congress of cooperative members shall be convened once a year by the cooperative’s Managing Board within 3 months from the closing date of the annual statement of accounts.

4. The extraordinary Congress of cooperative members shall be convened by the Managing Board or the Control Board of the cooperative to decide necessary issues which are beyond its powers at the request of two-thirds of the members of the Managing Board or two thirds of the members of the Control Board.

In cases where one third of the total number of the cooperative members send a written request to convene the Congress of cooperative members to the Managing Board or the Control Board of the cooperative, within 15 days after receiving such request, the Managing Board shall have to convene the Congress of cooperative members. Past this time limit, if the Managing Board fails to do so, the Control Board shall have to convene an extraordinary Congress of cooperative members to deal with the issues raised in the request.

Article 15.- Convening the Congress of cooperative members:

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Article 16.- The Congress of cooperative members shall discuss and vote on the following issues:

1. The annual reports on the results of service, production and business activities, the reports on the operations of the Managing Board and the Control Board.

2. The financial and accounting statements, the plan on the distribution of incomes and the settlement of losses.

3. The orientation and plan for service, production and business activities and measures to mobilize capital for the following year.

4. The increase or decrease of the contributed capital, deductions for the establishment of various funds of the cooperative.

5. Election or dismissal of the Manager of the cooperative, the supplementary election or dismissal of members of the Managing Board and the Control Board.

6. The admission of new members and the permission of members to leave the cooperative and the expulsion of cooperative member(s).

7. The wages, bonuses and remunerations for the Manager of the cooperative and other members of the Managing Board and the Control Board, wages for laborers and other posts of the cooperatives.

8. The merger, splitting or dissolution of the cooperative, the adhesion to the Union of Cooperatives and the Federation of Cooperatives.

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10. The settlement of other issues at the request of the Managing Board, the Control Board or at least one third of the total number of the cooperative members.

Article 17.- Regulations on the number of delegates and the voting at the Congress of cooperative members:

1. The Congress of cooperative members must be attended by at least 2/3 (two-thirds) of the total number of cooperative members or their delegates. The Congress shall be postponed if the prescribed number of participants is not ensured; the Managing Board or the Control Board shall have to reconvene the Congress within 15 days.

2. The amendment to the cooperative’s Statute, the merger, splitting or dissolution of the cooperative or the cooperative’s joining the Union of Cooperatives and/or the Federation of Cooperatives shall be effected only when at least 3/4 (three-fourths) of total number of the cooperative members or their delegates present at the Congress vote for.

3. The voting shall not depend on the amount of the capital contributed by each cooperative member. Each cooperative member or delegate shall have only one vote.

Article 18.- The Managing Board of a cooperative:

1. The Managing Board shall be elected directly by the Congress of cooperative members and composed of the Manager and other members, who are responsible for managing and running all activities of the cooperative.

2. An aquatic resource cooperative with fewer than 15 members organized in fewer than two fishing units shall elect a Manager to perform the tasks and exercise the powers of the Managing Board.

The term of the Managing Board shall be decided by the Congress of cooperative members but it shall last from at least two years to not more than five years.

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4. The Managing Board shall meet at least once every month and the meeting shall be convened and chaired by the Manager or a Managing Board member mandated by the Manager.

A meeting of the Managing Board shall be considered valid only when it is attended by at least 2/3 (two thirds) of the members of the Board. The Managing Board shall operate on the principle of collective work and make decisions by a majority vote. In cases where the number of votes for and the number of votes against are equal, the vote of the Chairman of the meeting shall be the decisive vote.

Article 19.- Criteria of a member of the Managing Board:

1. A member of the Managing Board must be a cooperative member who has good ethical qualities, skills and capability to manage the cooperative.

2. A member of the Managing Board must not be concurrently a member of the Control Board, the chief accountant or the cashier of the cooperative or another cooperative nor a parent, spouse, child or sibling of such persons.

Article 20.- Duties and powers of the Managing Board:

1. The Managing Board shall have the following duties and powers:

a) To organize the execution of the cooperative’s Statute and the resolutions of the Congress of cooperative members;

b) To select and appoint the chief accountant, decide on the organizational structure of the specialized and professional sections of the cooperative;

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d) To prepare the agenda and contents of the Congress of cooperative members and convene the Congress of cooperative members;

e) To evaluate the results of service, production and business activities of the cooperative and approve the final statements of accounts to be presented to the Congress of cooperative members;

f) To consider the admission of new cooperative members and applications of cooperative members to leave the cooperative (except the expulsion of cooperative members) and report it to the Congress of cooperative members for adoption;

Other duties and powers shall be defined in the cooperative’s Statute.

2. The Managing Board shall be accountable for its decisions to the Congress of cooperative members and before law.

Article 21.- The cooperative Manager shall be elected directly by the Congress of cooperative members from among the members of the Managing Board and have the following duties and powers:

1. To represent the cooperative before law;

2. To organize the execution of the plans and run all service, production and business activities of the cooperative in accordance with the decisions of the Managing Board and the resolutions of the Congress of cooperative members and report the results to the Managing Board and the Congress of cooperative members.

3. To convene and chair the meetings of the Managing Board; organize the exercise of the rights and the fulfillment of the obligations of the cooperative in accordance with provisions of law.

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5. To recruit laborers or allow laborers to quit their work in accordance with the provisions of the labor contracts and the Labor Code.

6. To be entitled to select deputy manager among the members of the Managing Board and in accordance with the cooperative’s Statute.

Article 22.- The Control Board:

1. The Control Board shall be responsible for supervising and examining all activities of the cooperative in accordance with law and the cooperative’s Statute.

2. The Control Board shall be directly elected by the Congress of cooperative members. The number of its members shall be decided by the Congress of cooperative members. The Control Board shall elect the Chairman; A cooperative with up to 10 members shall elect only one controller.

3. The members of the Control Board must have good ethical qualities and good knowledge of their profession.

4. A member of the Control Board must not be concurrently a member of the Managing Board, the chief accountant or the cashier of the same cooperative or another cooperative nor a parent, spouse, child or sibling of such persons.

5. The term of the Control Board shall correspond to that of the Managing Board.

Article 23.- Duties and powers of the Control Board::

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2. To supervise the operations of the Managing Board, the Manager and members of the cooperative and other laborers in accordance with law, the Statute and rules of the cooperative;

3. To examine the finance and accounts, the distribution of incomes, settlement of losses and the use of various funds of the cooperative, the use of assets, borrowed capital and the subsidies from the State, non-governmental organizations and other social and economic organizations;

4. To receive and settle complaints and denunciations about the work of the cooperative;

5. The members of the Control Board shall be entitled to attend the meetings of the Managing Board;

6. To notify the Managing Board of the examination results and report the results of its operation before the Congress of cooperative members; to make recommendations to the Managing Board and the Manager of the cooperative on how to overcome weaknesses in the production, business and service activities of the cooperative and violations of the laws of the State.

7. To request the concerned organizations and individuals in the cooperative to provide data, documents, records and information necessary for the controlling work, but shall not be allowed to use such documents and information for other purposes.

8. To prepare the agenda for and convene the extraordinary Congress of cooperative members when there is a violation of law, the Statute and the rules of the cooperative or a resolution of the Congress of cooperative members, when the Managing Board fails to meet or unsatisfactorily meets the request of the Control Board or the Managing Board fails to convene the extraordinary Congress of cooperative members at the request of the cooperative members as prescribed in Clause 3, Article 14 of this Statute.

Article 24.- The Party and mass organizations in the cooperative:

The Communist Party of Vietnam’s organization in the cooperative shall operate under the Constitution, the laws of the State and the regulations of the Communist Party of Vietnam. The Trade Union organization, other politico-social organizations and the militia and self-defense organizations in the cooperative shall operate under the Constitution, law and their Statutes.

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CAPITAL, FUNDS, ASSETS, PROFIT DISTRIBUTION AND SETTLEMENT
OF LOSSES

Article 25.- Capital contributed by cooperative members:

1. When joining a cooperative, each cooperative member shall have to contribute his/her capital as prescribed by the cooperative’s Statute. The minimum amount of the contributed capital shall be determined by the Congress of cooperative members but the total statutory capital contributed by the cooperative members shall not be less than the amount of the prescribed capital required for the same business line or trade in accordance with the provisions of law.

The minimum amount of the capital contributed by each cooperative member shall be adjusted when necessary and the concrete amount shall be decided by the Congress of cooperative members.

2. The contributed capital of a cooperative member may be reimbursed to him or her in the cases specified in Article 13, Clause 1, Items a, b, c and e of this Statute: Such reimbursement shall be based on the actual financial situation of the cooperative at the time of the reimbursement after the cooperative has completed its annual statement of accounts and has settled all its members economic interests and obligations toward the cooperative. The form and time limit for the reimbursement shall be notified by the Managing Board to each cooperative member as prescribed by the cooperative’s Statute.

Article 26.- Capital mobilization:

1. The cooperative may mobilize the capital from their members by decision of the Congress of cooperative members.

2. The cooperative may borrow capital from their members and organizations by mutual consent but not at variance with the provisions of law.

3. The cooperative may borrow capital from the banks and other credit and financial organizations in accordance with the provisions of law.

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Article 27.- Assets:

1. The assets include boats and ships, fishing gears, warehouses, offices, public works, infrastructure, bonds and debentures, checks, etc. which are all under the ownership of the cooperative and derived from the following sources of operating capital:

- Initial capital contributed by cooperative members

- Capital accumulated in the business and production process

- Borrowed capital

- Capital from donations and aid

- Other sources of capital (if any).

2. The management and use of the cooperative’s assets shall comply with the cooperative’s Statute and other provisions of law. In any case the cooperative shall not be allowed to distribute to their members: the capital subsidies from the State, public works, the infrastructure works in service of the population community.

Article 28.- The fiscal year of the cooperative:

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2. The production, business and service activities of the cooperative shall be accounted for in accordance with the Ordinance on Accounting and Statistics and comply with the cost-accounting accountancy methods issued by the Ministry of Finance and the audit regime of the State.

Article 29.- Profit distribution and deductions to set up funds:

1. Profit distribution:

The after-tax profit of the cooperative shall be used as follows:

- To pay for the losses of the previous year (if any)

- To make deduction for various funds

- To pay dividends according to the capital and labor contributions of the cooperative members, the remainder (if any) shall be divided to the members according to the extent of their use of the cooperative’s services

2. Deductions for the following funds:

- The production development fund,

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- The welfare and reward fund,

- The social insurance fund.

The rates of deductions for the funds and the use of these funds shall be determined by the cooperative’s Statute and by the Congress of cooperative members.

Article 30.- Settlement of losses:

1. The loss caused by an objective event shall be made up for by the profit of the following accounting period or deducted into the cooperative funds or the capital contributed by the cooperative members by decisions of the Congress of cooperative members.

2. The loss caused by an individual’s fault shall be compensated by such individual. The compensation amount shall be decided by the Congress of cooperative members.

Article 31.- Settlement of the assets and capital of a dissolved cooperative:

The settlement of the assets and capital of a dissolved cooperative shall comply with Article 46 of the Law on Cooperatives and current provisions of law.

Chapter V

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Article 32.- Merger, splitting or dissolution of an aquatic resource cooperative:

The merger, splitting or dissolution of the cooperative shall be decided by the Congress of cooperative members and comply with Article 17, Clause 2 of this Model Statute.

Article 33.- The procedure for merging, splitting or dissolving an aquatic resource cooperative:

The procedure for merging, splitting or dissolving the cooperative shall comply with Articles 44, 45 and 46 of the Law on Cooperatives.

Article 34.- Bankruptcy of an aquatic resource cooperative:

The settlement of the request for declaring an aquatic resource cooperative bankrupt shall comply with the Law on Bankruptcy of Enterprises.

Chapter VI

REWARD AND DISCIPLINE

Article 35.- Reward and handling of violations:

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A cooperative member who breaches the Statute and rules of the cooperative or the resolutions of the Congress of cooperative members shall be, depending on the seriousness of the breach, be disciplined by reprimand, warning, demotion, dismissal or expulsion from the cooperative.

An individual or member cooperative who causes damage to the assets of the cooperative shall have to pay compensation, and may be disciplined or prosecuted before law, depending on the nature and seriousness of such damage.

Chapter VII

IMPLEMENTATION PROVISIONS

Article 36.- Specific Statute of each aquatic resource cooperative and amendments and supplements thereto:

- Each aquatic resource cooperative shall base itself on the Law on Cooperatives and the Model Statute of the aquatic resource cooperative to elaborate its own specific Statute which must be adopted by the Congress of cooperative members.

All amendments and supplements to the Statute of a cooperative shall be decided by the Congress of cooperative members and they shall have the legal effect only when approved by the agency that has granted the business registration certificate to the cooperative.

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Nghị định 46-CP năm 1997 về Điều lệ mẫu hợp tác xã thủy sản