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(영문) 서울남부지방법원 2019.02.01 2018가합109258

이사회결의무효확인

Text

1. The second board of directors of July 20, 2018, the Defendant dismissed the Plaintiff from office, and C as the representative director.

Reasons

1. Basic facts

A. The Defendant is a social welfare foundation established for the purpose of contributing to the promotion of social welfare by carrying out business activities for discharged persons who have made a special sacrifice for the State and persons who have made a special sacrifice for the State, their families, bereaved families, and physically handicapped persons and physically handicapped persons. 2) The Plaintiff is a person registered as a director by July 26, 2018 on the Defendant’s corporate register as the Defendant’s member.

B. On July 20, 2018, the Defendant held a board of directors meeting around 14:00 on July 20, 2018 and resolved on the following items: (i) items 1 to dismiss the Plaintiff from the board of directors; (ii) items 2 to appoint C directors; (iii) items 3 to resign from the representative director; (iv) items 3-1 to appoint D directors; and (v) items 4 to appoint C as the representative director in the order of each resolution (each of the above resolutions is referred to as “each of the instant resolutions”).

(2) On July 20, 2018, the minutes of each of the instant resolutions were adopted by the board of directors as the attendance of the representative director E, directors F, G, H, and I. On July 20, 2018, the participants, who were the members of the board of directors, went away from the meeting place immediately after the explanation was given by the members of the social committee as to the agenda item 1 that the Plaintiff was dismissed from the board of directors, and E, the representative director E, after which four members, including E, belong to the board of directors, made a resolution with the consent of all the participating directors on each of the instant resolutions.

[Ground of recognition] Facts without dispute, Gap evidence 2, 3, 5, 7, Eul evidence 9, the purport of the whole pleadings

2. Of the resolution of the Plaintiff’s assertion, the Plaintiff’s dismissal from the board of directors, and the resolution to appoint C as the representative director, and D as the director is null and void because it does not meet the quorum of proceedings.

3. In light of the following circumstances acknowledged by the facts based on the judgment, the entry of Gap evidence No. 1 and the purport of the entire pleadings, each of the instant resolutions shall constitute a quorum for proceedings.