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(영문) 청주지방법원영동지원 2014.12.03 2014가합198

이사및대표이사권한부존재확인

Text

1. It is confirmed that the Defendant is not a director or representative director of a social welfare foundation C.

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

Reasons

1. Basic facts

A. On May 20, 2014, the Do Governor appointed the Defendant as a temporary director of a social welfare foundation C (hereinafter “C”), and C, on May 27, 2014, was held to appoint the Defendant as the representative director, and registered as C’s director and the representative director on June 12, 2014.

B. However, on July 14, 2014, the Defendant submitted a letter of resignation of director to the Chungcheong Do Governor, and the Chungcheong Do Governor dismissed the Defendant from the temporary director of C on July 17, 2014, and appointed the Plaintiff as temporary director.

C. On July 21, 2014, the Do Governor notified C that the Defendant was dismissed on July 17, 2014, and the representative director was disqualified and thus cannot participate in the corporate business, and that he/she cannot convene a board of directors within a prompt time and appoint the representative director.

As of July 24, 2014, C notified a temporary board meeting to be held on August 1, 2014. On August 1, 2014, C opened a temporary board meeting to be held on August 1, 2014. On August 1, 2014, since all members of the board of directors gather, C extended the temporary board meeting to 11:00 on August 8, 2014. On August 8, 2014, C held a temporary board meeting at a meeting room of the first floor of the Support Center for Juveniles from North Korea.

E. The above provisional board of directors, 7 directors of C attended all of them, appointed the Plaintiff as the representative director, but directors D and E refused to affix their seals to the minutes of the board of directors by asserting that they have the authority as representative director.

[Ground of recognition] Facts without dispute, Gap evidence 1, Gap evidence 3 through 9-1, 2, Eul evidence 1, 2 and 3, the purport of the whole pleadings

2. Relevant provisions;

(a) A corporation shall have at least seven directors, including a representative director, and at least two auditors, under Article 18 (1) of the Social Welfare Services Act;

Article 22-3 (Appointment of Temporary Directors) (1) Where a corporation fails to fill the vacant directors within the period under Article 20, and thus it is deemed impracticable to normally operate the corporation, the Mayor/Do Governor shall, without delay, appoint temporary directors upon request of interested persons or ex officio.

(2) Provisional directors shall be until any ground referred to in paragraph (1) has been removed.