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(영문) 서울북부지방법원 2016.12.22 2015가합24946

임시총회결의무효확인 청구의 소

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1. On June 26, 2015, the Defendant confirms that a resolution that appoints E from an extraordinary general meeting is null and void.

2...

Reasons

1. Basic facts

A. The defendant is a juristic person established by the Local Cultural Institutes Promotion Act for the purpose of developing and preserving culture unique to Seoul FF-gu on January 22, 1997, and the plaintiff A is the defendant's director, plaintiff B and C are the defendant's members.

B. On June 10, 2015, G, the former president of the Defendant, announced that he/she applied for registration of the candidate for the head of the D Cultural Institute. On the same day, G, the Defendant’s former president, notified the Defendant’s members of the convening of an extraordinary general meeting on June 26, 2015, with the “election of the president” as an agenda item.

C. Accordingly, at an extraordinary general meeting held on June 26, 2015 (hereinafter “instant extraordinary meeting”), the Defendant passed a resolution to appoint E as the president solely run by the Defendant.

(hereinafter referred to as "the resolution of this case"). 【No dispute exists, Gap evidence 1-2, Gap evidence 5, and the purport of the whole pleadings.

2. The assertion and judgment

A. The summary of the argument (1) of this case: (a) the Defendant convened the instant extraordinary general meeting with the “election of the president” without the resolution of the board of directors; (b) without organizing the election commission under the election management regulations, and (c) made the instant resolution by which the Defendant’s president G voluntarily received an application for candidate registration and appointed E who is ineligible for election as the Defendant’s president.

This constitutes a grave and apparent defect in violation of the defendant's articles of incorporation and election management regulations, and thus the resolution in this case is null and void.

(2) A resolution was passed by the board of directors to hold an extraordinary general meeting of the Defendant.

Even if there was no resolution of board of directors

Even in accordance with the Promotion of Local Cultural Institutes and the Civil Act, there is no illegality since the special general meeting of this case is convened by legitimate procedures and convening authority.

Election management regulations are prepared by the board of directors, and amendments have been prepared more than twice thereafter, and there is no resolution of approval from the general meeting.

B. (1) Determination on the validity of the Election Management Regulations