주주총회 결의 무효 확인
1. The Defendant’s retirement of Plaintiff A and Plaintiff B at the temporary shareholders’ meeting on December 21, 201.
1. Basic facts
A. The Defendant is a corporation established on May 31, 1994 with the total capital of KRW 500,000, total capital of KRW 500,000,000, issued by the head office Chungcheong City H (which was changed to I on June 23, 1995) for the purpose of the raw timbering business, etc.
B. According to the articles of incorporation prepared on May 25, 1994 for the establishment of the defendant, promoters include seven persons, including D, J, K, L, M, N, Plaintiff A, and the articles of incorporation include the following provisions:
Except as otherwise provided in Acts and subordinate statutes or the articles of incorporation, a resolution of the general meeting of shareholders shall be adopted by and with attendance of stockholders who hold stocks equivalent to the majority of the total number of issued and outstanding shares, and shall be adopted by
Article 21 (Number of Directors and Auditors) Not less than three directors of each company, while not less than one auditor.
Directors of a company to which Article 22 (Appointment of Directors) applies shall be appointed by a majority after a shareholder who holds stocks corresponding to a majority of the total number of issued stocks.
The auditor of the company to be appointed under Article 23 (Appointment of Auditor) shall be appointed by a resolution method under Article 22.
However, in such cases, shareholders who hold more than 3/100 of the total number of issued and outstanding shares other than nonvoting shares may not exercise voting rights on the shares in excess.
Article 24 (Term of Office of Directors and Auditors) The terms of office of directors shall be three years after their inauguration.
However, when the term of office of a director ends before the closing of a regular general meeting of shareholders for the last period for the settlement of accounts during his/her term of office, the term shall be extended until the closing
The term of office of the auditor shall be until the closing of the ordinary general meeting of shareholders concerning the last period for the settlement of accounts within two years after his/her appointment
C. 1) On September 20, 2007, the Defendant’s minutes of the provisional shareholders’ meeting (No. 2-2 of the evidence A) held by all four shareholders on September 20, 2007 (5,000 shares) at the provisional shareholders’ meeting, and the Plaintiff A, the Plaintiff B, and the auditor (the name P, the Plaintiff B, and the auditor prior to the opening of the name) present at the provisional shareholders’ meeting, and the director A, the director, and the auditor new.