[퇴직급여금][공1998.11.15.(70),2658]
[1] In a case where a blank delegation letter which is not written by a member of a community credit cooperative is submitted and the representative is not written in supplement by the time of the general meeting, whether the person who has the power of attorney must be designated as the representative (affirmative)
[2] Whether a person himself/herself can be deemed to have attended the actual general meeting of shareholders, if a letter of blank delegation submitted by a member of a community credit cooperative without a statement of proxy (negative)
[1] If a member of the Community Credit Cooperatives Act or the articles of incorporation does not designate an agent in advance and does not state his/her name on the power of attorney on the road that the proxy holder would exercise his/her power of attorney when he/she exercises his/her voting right by proxy as another member, even if the power of attorney does not supplement the name of proxy until the general meeting is held, it shall be deemed that the person who holds the power of attorney is designated as his/her proxy, so long as the person who holds the power of attorney attends the
[2] If a member of a community credit cooperative submits a power of attorney not stating a proxy's name but the member is deemed to be present at the general meeting because it is based on the assumption that the representative who has been granted the power of representation is present at the general meeting. If a member who has submitted a power of representation not written out by his/her agent is designated and the member cannot be deemed to have attended the general meeting, the fact that the member submitted a power of attorney to the community credit cooperative to designate his/her proxy and cause the proxy to exercise his/her voting right, etc. cannot be deemed to have attended the general
[1] Articles 8(7) and 12(1) of the former Community Credit Cooperatives Act (amended by Act No. 5462 of Dec. 17, 1997); Article 73(2) of the Civil Act / [2] Articles 8(7) and 12(1) of the former Community Credit Cooperatives Act (amended by Act No. 5462 of Dec. 17, 1997); Article 73(2) of the Civil Act
Plaintiff (Attorney Kim Jong-chul et al., Counsel for the plaintiff-appellant)
Myeon trees 6 and 8 community credit cooperatives (Law Firm Shin & Yang, Attorneys Lee Dong-hwan et al., Counsel for the plaintiff-appellant)
Seoul District Court Decision 97Na12227 delivered on September 5, 1997
The appeal is dismissed. The costs of appeal are assessed against the plaintiff.
We examine the grounds of appeal.
1. On the first ground for appeal
Article 12 (1) of the Community Credit Cooperatives Act before the amendment (amended by Act No. 5462 of Dec. 17, 1997) provides that "the general meeting shall be held with the attendance of a majority of all incumbent members and make a decision with the consent of a majority of those members present", and Article 8 (7) provides that "any member shall be entitled to exercise his/her voting rights and voting rights by proxy of other members. In this case, such member shall be deemed to be present at the general meeting, and the number of members representing one member shall be determined by the articles of incorporation and shall not exceed two persons." Meanwhile, according to the records, Article 10 (2) of the Articles of incorporation of the defendant's Treasury provides that "the number of members representing another member shall be deemed to be present at the general meeting, and the proxy shall not be required to present at the general meeting, and the proxy shall not be required to present at the general meeting as his/her proxy, even if other members representing the proxy name shall not be deemed to have been represented by the power of proxy."
However, in such a case, it is assumed that an agent who has been granted the power of representation from the person who has been present at the general meeting is present at the general meeting, and there is no evidence to recognize that a proxy who has submitted the power of representation not entered at the general meeting of this case is designated and that he has been present at the general meeting, and even if a member submitted the power of representation not stating the name of an agent in order to have the agent designate the agent and to have the agent exercise voting rights, such fact alone cannot be viewed as a member's attendance at the general meeting.
Although the judgment of the court below is somewhat insufficient in its reasoning, it is just in the conclusion that the resolution of each general meeting of the defendant's credit cooperative of this case cannot meet all the quorums and rejected the plaintiff's claim under the judgment that there is no validity, and there is no error of law by misunderstanding the legal principles as to the methods of exercising the right of representation such as theory of lawsuit, etc.
2. On the second ground for appeal
In light of the records, the court below is just in holding that even if the defendant's credit cooperative claims that the effect of the resolution of appointment of officers and full-time officers related to the plaintiff is invalid from among the several items resolved at each general meeting of this case, such grounds alone cannot be deemed to go against the principle of good faith, and there is no error in the misapprehension of legal principles as to the good faith principle, such as the theory of lawsuit,
3. On the third ground for appeal
According to the reasoning of the judgment below, the court below rejected the plaintiff's allegation that the defendant's credit cooperative will not have any reason to pay retirement benefits to the plaintiff from February 1991 to January 1994, in accordance with the provision on the executive remuneration and reimbursement of actual expenses for the defendant's credit cooperative. The non-party credit cooperative's audit of the work of the defendant credit cooperative from April 14, 1994 to April 25, 1994 that the resolution of the general meeting of this case that appointed the plaintiff as a full-time officer was invalid, and that the defendant credit cooperative would not have any reason to report the result thereof to the plaintiff, and that the defendant credit cooperative held a special general meeting on November 12, 1994 to the plaintiff, and that the defendant's credit cooperative will not have any reason to pay retirement benefits to the plaintiff, and that the defendant's credit cooperative would not have any reason to accept the plaintiff's appointment of a full-time director's retirement benefit and ratification of the above agreement.
Examining the relevant evidence in light of the records, the fact-finding and judgment of the court below is just, and there is no error in the misapprehension of the legal principles as to the resolution of the board of representatives, or there is no error in the misapprehension of the legal principles as to the resolution of the board of representatives
4. Therefore, the appeal is dismissed and all costs of appeal are assessed against the losing party. It is so decided as per Disposition by the assent of all participating Justices on the bench.
Justices Lee Jae-soo (Presiding Justice)