The Foundation’s organizational structure includes Foundation Management Council, Foundation Control Board, office and specialized departments, units and organizations under the Foundation.

1. Foundation Management Council

a) The Foundation Management Council is the management agency of the Foundation, acting on behalf of the Foundation to decide and exercise the rights and obligations of the Foundation; Members must have full capacity for civil acts and have no criminal record. The Foundation Management Council has at least 05 members nominated by the founder; in case there is no nomination by the founder of the Foundation, the Foundation Management Council of the previous term elects the Foundation Management Council for the next term and is recognized by the Hanoi People’s Committee. The term of the Foundation Management Council shall not exceed 5 years. The Foundation Management Council consists of Chairman, Vice Chairmans and members.

b) The Foundation Management Council has the following duties and powers:
-    Make decisions on the foundation’s development strategy and annual operation plans;
- Decide the foundation’s development solutions; consider approving contracts on borrowing or selling/buying valuable assets valued at VND 01 billion or more.
- Elect, remove from office and dismiss its chairman, vice chairman and members who will be certified by a competent authority; decide the establishment of the Control Board; appoint, remove from office or dismiss the foundation director or sign and terminate the contract signed with the foundation director in case of hiring a director; decide the accounting manager and other managers specified in the foundation’s charter;
- Decide salaries, bonuses and other benefits for its chairman, vice chairman and members and the foundation director, accounting manager and other managers according to the foundation’s charter and relevant laws;
- Consider approving annual financial statements and plans on the use of the foundation’s assets and finances;
- Decide the foundation’s organizational structure according to law regulations and the foundation’s charter;
- Decide on the establishment of a legal entity directly under the Foundation in accordance with law; establish branches and representative offices of the Foundation according to the provisions of Article 32 of Decree No. 93/2019/ND-CP dated November 25, 2019, of the Government on organization and operation of social Foundations and charity Foundations (from now on referred to as Decree No. 93/2019/ND-CP).
- Change name; amend and supplement the Foundation Charter.
- Decide on dissolution or propose changes to the Establishment License and recognize the Foundation’s Charter with competent state agencies.
- Within 60 days from the date of issuance of the Decision on recognition of the Foundation’s eligibility for operation and recognition of the Foundation Management Council, the Foundation Management Council is responsible for formulating and issuing: Regulations on management and use use assets, finance, spending norms of the Foundation; stipulating the work of commendation, discipline and settlement of reflections, recommendations, complaints and denunciations within the Foundation; regulations on working time, the use of labor and the use of the Foundation’s seal; specifying the election, dismissal and removal from office of the President, Vice-Chairmen, members of the Management Council; specifying the appointment, dismissal of the Director, Deputy Director or termination of the labor contract for the Director, Deputy Director of the Foundation and the working regulations of the Foundation Management Council and the Control Board; the Foundation’s internal regulations in accordance with the Foundation’s Charter and the provisions of law.
- Other duties and powers as prescribed in Decree No. 93/2019/ND-CP and the Foundation Charter.

c) Operating principles of the Foundation Management Board

- The meeting of the Foundation Management Council shall be convened and chaired by the Chairman of the Foundation Management Council. The Foundation Management Board meets twice a year and may hold an extraordinary meeting at the request of 3/5 of the members of the Foundation Management Council. A meeting of the Foundation Management Council is considered valid when two-thirds (3/5) of the total number of members of the Foundation Management Board participate. Meetings of the Foundation Management Board may be held in person or online.
- Each member of the Foundation Management Board has one vote. The chairperson may ask for written opinions of absent members, written opinions of absent members are as valid as those of members present at the meeting.
- Decisions of the Foundation Management Council are approved when more than half of the members of the Foundation Management Board vote in favor.

Chairman of the Foundation Management Board

a) Chairman of the Foundation Management Council must be a Vietnamese citizen elected by the Foundation Management Council, who also acts as the foundation’s legal representative. The Foundation Management Council’s chairman may concurrently act as the foundation director.
b) The Foundation Management Council’s chairman shall have the following tasks and powers: 
- Prepare or organize the preparation of operation programs and plans of the Foundation Management Council;
- Prepare or organize the preparation of agendas, contents and documents for the Management Council’s meetings or consulting members of the Foundation Management Council;
- Convene and chair meetings of the Foundation Management Council or organize the collection of opinions of members of the Foundation Management Council.
- Supervise or organize the supervision of the implementation of the Foundation Management Council’s decisions;
- Sign the Management Council’s decisions on the Management Council’s behalf;
- Perform other tasks and powers according to this Decree and the foundation’s charter. 

c) The maximum term of office of the Foundation Management Council’s chairman is 05 years. The Foundation Management Council’s chairman may be re-elected without limitation on the number of terms.

d) In case the Foundation Management Council’s chairman concurrently acts as the foundation director, such case must be clearly stated in the foundation’s transaction documents.

e) In case of absence, the Foundation Management Council’s chairman shall authorize in writing a deputy chairman of the Foundation Management Council to exercise his/her rights and perform his/her tasks on the principles specified in the foundation’s charter.

Vice Chairman of the Foundation Management Council

a) The Vice Chairman of the Foundation Management Council is elected by the Foundation Management Council and has a term of office concurrent with the term of the Foundation Management Council.

b) The Vice Chairman of the Foundation Management Council is responsible for assisting the Chairman of the Foundation Management Council in administering the Foundation’s activities as assigned by the Foundation Management Council and performing tasks as authorized by the Chairman.

Foundation Control Board

a) The Foundation Control Board shall be established by the chairman of the Foundation Management Council according to the Foundation Management Council’s resolution. The Control Board must have at least 03 members, including the head, deputy head and members

b) The Foundation Control Board operates independently and has the following duties:
- Inspect and supervise the foundation’s operations in accordance with its charter and law regulations;
- Settle complaints, claims and denunciations sent to the foundation; 
- Submit reports to the Foundation Management Council on the inspection and supervision results and financial status of the foundation.

Foundation Director

a) The Foundation’s Director shall be appointed by the Foundation Management Council from among its members or hire another person to act as the Foundation’s Director.

b) The foundation director administers the foundation’s routine work, is subject to the supervision by the Foundation Management Council and takes responsibility before the Foundation Management Council and the law for the performance of his/her assigned powers and tasks. The maximum term of office of the foundation director is 05 years and he/she may be re-elected. 

c) The foundation director shall have the following tasks and powers:

- Administer and manage the foundation’s operations and observe the spending limits of the foundation in accordance with the Foundation Management Council’s resolutions, the foundation’s charter and relevant laws;
- Issue documents falling under his/her administration responsibility and take responsibility for his/her decisions; 
- Make periodical reports on the foundation’s operations to the Foundation Management Council and competent authorities;
- Manage the foundation’s assets according to the foundation’s charter and law regulations on financial and asset management;
- Propose the Foundation Management Council’s chairman to appoint the foundation’s deputy director(s) and leaders of affiliated units;
- Discharge other tasks and powers according to the foundation’s charter and the Foundation Management Council’s decisions.

Accounting managers

a) The Foundation’s accounting manager shall be appointed by the President of the Foundation Management Council at the request of the Foundation’s Director. The foundation’s accounting manager shall assist the foundation director in organizing and implementing the foundation’s accounting and statistical work according to law regulations.

b) The foundation’s accounting manager shall complete settlements before the foundation is consolidated, merged, fully or partially divided or dissolved or before he/she takes another job.

c) In case the accounting in charge of the Foundation is not qualified to appoint a chief accountant according to the regulations of VNU (as an official), the role, authority, responsibility and interest of the accountant in charge are the same as those of the chief accountant.

Offices and departments, specialized departments

The Foundation’s Management Council shall decide to establish and stipulate the functions and duties of the specialized division to assist in the implementation of the Foundation’s activities. Specialized divisions include office, professional and specialized departments, which are responsible for helping the Foundation’s Director organize and implement the Foundation’s activities.

Legal entities affiliated to Foundation

a) If a foundation is allowed to establish its affiliated legal entities that have operation fields conformable with the foundation’s charter acknowledged by a competent authority, according to a specialized law that prescribes specific conditions, procedures, applications and authorities competent to grant operation license (operation license, business license or other equivalent documents), the foundation shall make decision on the establishment of its legal entity according to regulations of such specialized law.

b) Funding for establishing a legal entity affiliated to the foundation does not include donations and aid granted by domestic and overseas individuals and organizations.