회사에 관한 소송
1. At the special shareholders’ meeting on December 11, 2017, the Plaintiffs and E are dismissed from each director, and F from each auditor.
1. Basic facts
A. On November 21, 2016, Plaintiff A assumed office as a director and a representative director of Defendant Company. On September 25, 2017, Plaintiff A and joint representative director were shareholders holding 20,000 shares out of 10,000 shares of Defendant Company.
B. Contents of the articles of incorporation relating to the shareholders' general meeting and board of directors of the defendant company are as follows.
Article 20 (Person Authorized to Convene) (1) Except as otherwise provided for in Acts and subordinate statutes, a representative director shall convene a general meeting of shareholders.
Article 21 (Notice and Public Notice of Convocation) (1) In convening a general meeting of shareholders, a notice shall be given in writing to each shareholder of the date, time, place, and purpose of the meeting two weeks before the date of such general meeting
Article 31 (Appointment of Directors and Auditors) (1) Directors and auditors of a party company shall be appointed at a general meeting of shareholders.
Article 38 (Composition and Call-Up of Board of Directors) (1) The board of directors shall be composed of directors, and shall resolve important matters concerning the affairs of a party company
(2) The board of directors shall, when there is a representative director or a director determined by the board of directors, notify each director and auditor thereof at least one day prior to the meeting.
However, with the consent of all the directors and auditors, the convocation procedure may be omitted.
Article 39 (Method and Matters of Resolution of Board of Directors) (1) A resolution of the board of directors shall be attended by a majority of directors and present.
(2) Matters to be resolved by the board of directors shall be determined by appointment and dismissal of directors (including the representative director), ex officio appointment and dismissal, financial statements and profit and loss statements, current status of fund operation, all the affairs to achieve the business objectives under Article 2 and all other matters deemed invalid for smooth performance of duties.
C. Around November 22, 2017, the directors of the Defendant Company were nine persons, including Plaintiffs, L, E, M, N,O, P, etc., and the auditor was one person F.
On November 23, 2017, the board of directors of the defendant company was held in the absence of the plaintiffs, E, and auditor from among the above directors.
The board of directors, four (4), nine (9), and nine (9).