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(영문) 서울중앙지방법원 2014.02.20 2013가합522478

총회결의무효확인 등

Text

1. All of the plaintiffs' claims are dismissed.

2. The costs of lawsuit are assessed against the plaintiffs.

Reasons

1. Basic facts

A. The defendant is a juristic person established pursuant to the Act on the Honorable Treatment and Support of Persons, etc. of Distinguished Service to the State for the purpose of succeeding to the N's democratic ideology and promoting the development project, etc., and

B. On March 27, 2013, Article 11(1) of the Defendant’s articles of incorporation provides that “the president shall not be reappointed.” (2) The Defendant convened an extraordinary general meeting on March 27, 2013, with the agenda of amending the foregoing provision as the purpose of the meeting, on March 14, 2013.

Accordingly, at the defendant's extraordinary general meeting held on March 27, 2013, a resolution was made to revise the provision on the restriction of employment to the effect that 126 of the total number of 330 members shall be present, and 105 members shall delegate their voting rights to the members present, and that "the chairperson may be reappointed only once."

3) However, the Ministry of Patriots and Veterans Affairs, on April 8, 2013, delegated voting rights to 105 members at the above extraordinary general meeting, in violation of Article 19 of the Defendant’s Articles of incorporation, which provides that the delegation of voting rights to members by 105 members at the above extraordinary general meeting is null and void. Thus, the above extraordinary general meeting did not authorize the amendment of the articles of incorporation on the ground that the said resolution to amend the articles of incorporation becomes null and void due to the absence of a majority of the total members in attendance at the above extraordinary general meeting. (C) Accordingly, on April 18, 2013, the Defendant convened an extraordinary general meeting on April 9, 2013, stating that the amendment of the above special general meeting is a matter of the purpose of the meeting, and “in the event that the first general meeting is not constituted, the president shall convene the second general meeting with the attendance of at least 1/3 of the total members and the consent of the majority of the present members.”

2. Accordingly, the defendant's extraordinary general meeting was held on April 18, 2013, and the president's provision on the restriction of employment of the president in the above extraordinary general meeting can be reappointed only once.

‘A resolution to amend’ was made.

3..