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(영문) 대전지방법원 2018.04.04 2017가합102581

이사회결의무효확인의 소

Text

1. The Defendant confirms that each of the resolutions listed in the separate sheet prepared by the 133th meeting of the board of directors on October 13, 2016 is all invalid.

Reasons

Basic Facts

The plaintiff is a person who is in office as a director of the defendant for his/her term from December 12, 2013 to December 11, 2017, and the defendant is a school foundation that aims to train members of D religious organizations and members of the D religious organization and members of the D religious organization to guide the press.

§ 18 (Types and Fixed Number of Officers) A juridical person shall have the following officers (Provided, That 1/4 of the fixed number of directors and one of the auditors shall be open officers): 11 directors (including one chief director and one ex officio director):

2. Two auditors (Composition, Functions, etc. of the board of directors) (1) The board of directors shall be composed of directors.

Article 28 (Opening of Board of Directors and Quorum) (1) The board of directors shall not hold meetings unless the majority of the registered directors attend.

(2) Except as otherwise provided in the articles of incorporation, the proceedings of the board of directors shall adopt resolutions with the concurrence of a majority.

Of the Defendant’s articles of incorporation, the Defendant held the 133th board of directors resolution on October 13, 2013 regarding the instant case (hereinafter “instant board of directors”) on the 13th board of directors (hereinafter “instant resolution”) and made a resolution as indicated in the attached list (hereinafter “instant resolution”). The number of members present at the time is Plaintiff and E, F, G, H, I, K, K, and L.

As a result of the relevant lawsuit, the Plaintiff filed a lawsuit seeking confirmation of invalidity of the resolution of each board of directors on June 20, 2016, No. 127, July 22, 2016, No. 129, Aug. 22, 2016, and No. 131, Sept. 2, 2016, the Daejeon District Court confirmed that the resolution of the board of directors was all null and void due to the lack of quorum, and that the above resolution of the board of directors was all null and void in the Daejeon District Court Decision No. 2016No. 104818, Jan. 19, 2017. The Defendant appealed, but all of the appeals were dismissed, and the above judgment became final and conclusive.

Among the participants of the instant board of directors, I and H were appointed in the resolution of the 129th board of directors, and K were appointed in the resolution of the 130th board of directors, and each of the above resolutions was confirmed to be null and void in the pertinent litigation.

The term of office of L and J among the participants of the instant board of directors shall be up to four years from the date of approval by the competent authorities.