beta
(영문) 서울동부지방법원 2017.11.17 2016가합109091

총회무효확인

Text

1. The defendant confirms that a resolution approved C as the president at the ordinary meeting of February 19, 2016 by the defendant is null and void.

2...

Reasons

1. Basic facts

A. D's 22 years old group members of E'F as a common line, consisting of H, I, J, and K four members of the clans comprised of descendants. Of them, the Defendant is a clan consisting of descendants who are members of the common line, and the Plaintiff is the Defendant's member.

B. On February 13, 2016, the Defendant held a board of directors to elect the next president (hereinafter “the instant board of directors”) from the time when the Plaintiff and C were closed. Of the total 16 directors present at that time, the Plaintiff and C took the second vote upon obtaining eight votes respectively, and the second vote was elected by C in the second vote, C 8, the Plaintiff 7, and C as the president.

C. On March 19, 2016, the Defendant opened a general meeting of shareholders (hereinafter “instant general meeting”) and passed a resolution to approve C as the president (hereinafter “instant general meeting resolution”). D.

The defendant's rules provide that the board of directors shall elect the chairperson and obtain the approval of the general meeting (Article 15); in the case of the general meeting, the majority and the members of the board of directors shall be formed with attendance of the majority and with the consent of the majority of the members present (Article 11); in the case of the board of directors, there is no provision on the quorum

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

2. The judgment of this Court

A. 1) The plaintiff defendant's chairperson of the plaintiff defendant did not obtain the majority vote of the majority of the members present at the board of directors. Thus, the resolution of the general meeting of this case is null and void, and the resolution of this case approved by the board of directors is also null and void. 2) The defendant's board of directors did not have any provision concerning the quorum of directors at the time of election of the chairperson by the defendant's rules, and accordingly, the defendant's board of directors elected the candidates who received the highest vote as the chairperson. Thus, the resolution of the board of directors of this case