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(영문) 서울고등법원 2019.06.27 2019나2007318
총회결의무효확인
Text

1. Revocation of the first instance judgment.

2. Each ordinary meeting held on March 19, 2017 and March 18, 2018, respectively.

Reasons

1. Basic facts

A. The defendant, such as the status of the parties, etc., is a clan D's current descendants as a clan, a clan consisting of descendants who set up 10 descendants from a clan as a joint ancestor, and the plaintiff is a defendant's member and is in office as the defendant's auditor.

B. The Defendant’s resolution 1 on March 19, 2017 at the 2017 ordinary meeting of the Defendant’s respective general meeting of the Defendant (hereinafter “the first general meeting of this case”) at the F building office in Seongbuk-gu, Manam-si, Seoul-si around 10:00.

(2) On March 18, 2018, the Defendant held a general meeting of shareholders in the foregoing F building office in 2018 (hereinafter “the second general meeting of shareholders”) and passed a resolution on the amendment of the articles of incorporation. The main contents of the amended articles of incorporation are as stated in attached Table 1 (hereinafter “the second amended articles of incorporation”). The Defendant made a resolution on the amendment of the first amended articles of incorporation at a general meeting of shareholders in 2018 (hereinafter “the second general meeting of shareholders”), and the main contents of the amended articles of incorporation are as described in attached Table 2 (hereinafter “the second amended articles of incorporation”). The main contents of the amended articles of incorporation as mentioned above are as stated in attached Table 2 (hereinafter “the second amended articles of incorporation”). 【No dispute over the grounds for recognition, Gap evidence 1, 3, Eul evidence 1 through 3 (including all number; hereinafter the same shall apply) and the purport of the entire pleadings, each of the whole arguments, and the purport of arguments.

2. The resolution to amend each of the Articles of Incorporations at the 1 and 2th Session of the Plaintiff’s assertion is null and void in light of the following critical procedural defects and the content of the resolution.

1) The Defendant did not individually call notice to female members and male members who are not the head of the household, while holding the 1 and 2 general assembly of this case. 2) The Defendant, while holding the 2 general assembly of this case, omitted the contents of the “bill of Articles of Incorporation” as a meeting agenda in subparagraph 3-1 (Evidence 3-1).

3 The defendant did not constitute a separate special committee for amendment of the articles of incorporation, and passed a resolution on each amendment of the articles of incorporation by majority at the first and second general meeting of this case, which is stipulated in Article 16 of the previous articles of incorporation.

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