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(영문) 서울중앙지방법원 2015.01.21 2014가합560743

임시총회무효확인

Text

1. A resolution to appoint D directors with the power of representation and E, respectively, at the special meeting of the Defendant on June 9, 2014.

Reasons

1. Indication of claim;

A. On June 9, 2014, the Defendant: (a) opened an extraordinary general meeting on June 9, 2014, and appointed D as the president, who is the representative director; and (b) made a resolution to appoint E as a director. (c) According to the Defendant’s articles of incorporation, the authority to call an extraordinary general meeting is vested in the president; and (d) even if the president becomes vacant or is unable to convene a general meeting for at least seven days as a result of a demand by at least 1/3 of the incumbent members to convene the general meeting, the Defendant may call the general meeting with the consent of the majority of the registered directors or at least 1/3 of the incumbent members.

However, the above general meeting of June 9, 2014 was convened by F without the authority to convene, in violation of the above provisions of the articles of incorporation, and the plaintiffs, a member of the defendant, did not give notice of convocation.

3) The Defendant’s articles of incorporation provides that the general meeting shall be held with the attendance of the majority of the incumbent members, and the resolution shall be made with the consent of the majority of the present members. The aforementioned general meeting as of June 9, 2014 attended and exercised voting rights, and in the case of I who is a member, E without the right of representation was present and exercised voting rights. The resolution of the special meeting as of June 9, 2014 was held with the attendance of only 12 persons who are less than the majority of the twenty-four members, among the members, at the general meeting as of June 9, 2014. Accordingly, the Defendant’s appointment of D as a director at the special meeting as of June 9, 2014, and the resolution of appointing E as a director is null and void as above.

B. On July 4, 2014, the Defendant: (a) opened an extraordinary general meeting on July 4, 2014, and appointed F as the president, who is a director with the power of representation; and (b) made a resolution to appoint G, H, and E as a director; (c) held the extraordinary general meeting on July 4, 2014 without giving notice to some members.