이사회결의무효확인의소
1. Of the instant lawsuit, the part concerning the claim for confirmation of invalidation of the resolution of the board of directors made on September 23, 2014 by the Defendant Corporation shall be dismissed.
2...
1. Facts of recognition;
A. The Defendant corporation is a medical foundation established to operate the “D Hospital,” and its board of directors was composed of the president E and directors F, G, H, and six Plaintiffs.
B. On September 23, 2014, E convened a board of directors meeting of the Defendant Corporation without a notice of convening a board of directors with the Plaintiff A.
The above board of directors attended E, F, G, and H, and F, G, and H expressed their intent to resign from the director of the defendant corporation upon submitting a resignation certificate accompanied by each certificate of the personal seal impression to the above board of directors, and subsequently, a resolution was passed to appoint I, J, and K as a successor director.
C. On November 28, 2014, E notified by mail that the board of directors is held on the “case of resignation and appointment of directors” to F, G, H, and the Plaintiffs on December 8, 2014. As the above notice was returned to the Plaintiff, E notified the Plaintiff of the fact that the board of directors was held as text messages separately.
On December 8, 2014, the board of directors held on December 8, 2014 approved the resignation of E, F, G, and H, and passed a resolution to appoint I, J, and K as a new director with the consent of all participants.
E. Relevant provisions of the articles of incorporation of the defendant corporation are as follows:
Article 11 (Types and Fixed Number of Officers) The kinds and the fixed number of officers to be placed in this corporation shall be as follows:
1. One chief director;
2. One standing director;
3. Not less than five and not more than 10 directors (including the president and standing directors);
4. Not more than two auditors (Appointment and dismissal of officers) (1) The officers shall be appointed by the board of directors one month before the expiration of the term of office, and the results thereof shall be reported to the Chungcheong Do governor.
(4) If a vacancy occurs among executive officers of a corporation, the board of directors shall appoint a successor and report the result to the competent Do Governor within two months from the date the vacancy occurs.
Article 21 (Convocation of and Procedures for Meetings of Directors) (1) The board of directors shall convene meetings of the board of directors in any of the following cases:
2. The chief director; and