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(영문) 대전지방법원천안지원 2016.09.30 2016가합101078

이사회결의무효확인

Text

1. The Defendant’s resolution to appoint each of the Plaintiffs, D, E, F, and G at the board of directors on January 22, 2016, as the president, and D.

Reasons

1. Basic facts

A. The Defendant is a non-profit medical corporation established on July 2, 2007 for the purpose of establishing and operating a medical institution and contributing to the improvement of national health through research and development on health care and medical treatment for long-term care patients.

B. Of the Defendant’s articles of incorporation, the provisions pertaining to the fixed number and election method of officers and the resolution of the board of directors are as follows:

Article 11 (Types and Fixed Number of Officers) The kinds and the fixed number of officers to be placed in this corporation shall be as follows:

1. One chief director;

2. Two standing directors;

3. Six directors (including the chief director and the standing director), Article 12 (Appointment and Dismissal of Officers) (1). Officers shall be appointed by the board of directors at least one month before the expiration of the term, and shall report the results to the Do Governor, Chungcheongnam-do;

(2) Where this corporation does not elect the next senior executive officer due to a delay in holding the board of directors and his/her term of office expires, the former chief director and executive officer shall take charge of the affairs of the corporation until the next senior executive officer

Article 15 (Election of Chairperson and Standing Director) (1) The chairperson shall be elected from among the directors, and he/she shall be elected with the concurrent vote of at least two-thirds of the registered directors at the board of directors at the meeting, and the term of office

(2) Standing directors shall be appointed by the chairperson with the consent of the majority of the registered directors at the board of directors or more, and their terms shall be the tenure of office.

Article 22 (Resolution of Board of Directors) The board of directors shall deliberate and resolve on the following matters concerning the affairs of this corporation:

Article 23 (Quorum) The board of directors shall be held with attendance of the majority of the registered directors, and pass resolutions with the affirmative vote of the majority of the present directors.

C. At the time of the establishment of the Defendant, the Plaintiffs, H, D, I, and J were each appointed as the Defendant’s director, and H as the Defendant’s chief director.

On July 2, 2013, the Defendant holds a board of directors on July 2, 2013 and passes each resolution on the agenda in which Plaintiff A, I, and J serve as the Defendant’s director, and Plaintiff B, H, and H.