이사회결의무효확인
1. It is confirmed that no resolution of each extraordinary board of directors listed in the defendant's attached Forms 1, 2, and 3 does exist.
2...
1. Presumed factual basis
A. Parties 1) The Defendant was established on May 7, 2003 for the purpose of establishing and operating a medical institution, and is a medical corporation that operates the Dvalescent Hospital and Evalescent Center in Gangwon-do. 2) The Plaintiff was appointed as the Defendant’s director on July 8, 2016. around October 6, 2016, five directors, including the Defendant’s director F and G (standing), the Plaintiff, H, and I, with the power of representation.
B. On October 5, 2016, F sent a mobile phone text message stating that “The temporary board of directors shall be held at the first floor of the Dvalescent Hospital on October 6, 2016,” to G, H, and I, on October 5, 2016, sent to G, and I a mobile phone text message stating that “The temporary board of directors shall be held at the first floor of the Dvalescent Hospital on October 6, 2016.”
B) The minutes of the temporary board of directors (Evidence No. 5, No. 7) states that “five directors (F, Plaintiff, G, H, and I) shall consent to the resignation of ① F, H, Plaintiff, and I while present at the principal office of the Defendant Corporation on October 6, 2016, the minutes of the temporary board of directors (Evidence No. 5, No. 7) shall include that “F, H, Plaintiff, and I shall be appointed as directors; ② J, K, L, and M shall be appointed as directors; ③ the resolution to be selected as directors with the power of representation of theJ shall be made (attached Form 1; hereinafter “resolution No. 1”; hereinafter “resolution”).
(2) On October 27, 2016, J sent a notice of convening a temporary board of directors to K, L, and M on October 19, 2016. The minutes of the temporary board of directors (Evidence A6, Evidence B No. 12) include the following: (i) the consent to the resignation of four directors (J, K, L, and M on October 27, 2016) from among five directors at the principal office of the Defendant Corporation at the Defendant Corporation’s corporate office (J, K, L, and M on October 27, 2016); (ii) the appointment of four directors (F, H, and I) the appointment of directors as directors; (iii) the resignation of directors with the power of representation and appointment of directors; and (iv) the resolution to elect the F as directors with the power of representation (attached Form 2; hereinafter “resolution 2”).
(B) On October 19, 2016, F sent a notice of convening a temporary board of directors to the Plaintiff, G, H, and I, and on October 19, 2016, F sent a notice of convening a temporary board of directors (Evidence A7, No. B, No. 11) to the minutes of the temporary board of directors (Evidence B, No. 7, No. 11) on October 27, 2016, four of the five directors at the principal office of the Defendant Corporation, N, and H.