[1] The validity of a resolution of the board of directors of a social welfare foundation with respect to an agenda item which does not specify the agenda item of the meeting in a notice of convening a meeting without some

[2] The meaning of "other matters" which are the agenda of a meeting of the board of directors of the social welfare foundation

[1] Article 32 of the Social Welfare Services Act, Article 8 of the Act on the Establishment and Operation of Public Interest Corporations, Article 58 of the Civil Act / [2] Article 32 of the Social Welfare Services Act, Article 8 of the Act on the Establishment and Operation of Public Interest

[1] Supreme Court Decision 92Da749 delivered on July 24, 1992 (Gong1992, 2529), Supreme Court Decision 94Da35084 delivered on September 23, 1994 (Gong1994Ha, 279) / [2] Supreme Court Decision 95Da5686 delivered on October 25, 1996 (Gong196Ha, 3409)

Applicant

Respondent 1 and 3 others

Seoul High Court Order 2004Ra388 dated October 4, 2004

The order of the court below is reversed, and the case is remanded to Seoul High Court.

1. The judgment of the court below

According to the reasoning of the order of the court below, the court below held on December 30, 2003 that the resolution of the above board of directors was valid on the ground that the 61st board of directors of the emergency patient transfer group for social welfare foundation (hereinafter "the 61st board of directors of this case") of the 61st board of directors of the 61st board of directors of the 61st board of directors of the 61st board of directors ("the 61st board of directors of this case"), and that the resolution of the 3th board of directors and the 4th board of directors of the 3th board of directors of the 61st board of directors of the 2003rd board of directors of the 61st board of directors of the 61st board of directors of the 203rd board of directors of the 3th board of directors of the 3th board of directors of the 3th board of directors and the 4th board of directors of the 2nd board of directors of this case had not been duly appointed or dismissed by each respondent.

2. Judgment of the Supreme Court

However, we cannot accept the above measures of the court below in the following respects.

If the board of directors of a social welfare foundation fails to give legitimate notice for convening a meeting to a specific director and was held without a specific director's attendance, the resolution of the board of directors held as such is null and void (see Supreme Court Decision 94Da35084 delivered on September 23, 1994). Although the articles of incorporation of the social welfare foundation stipulate that "the purpose of the meeting is to be specified" when the board of directors gives notice for convening a meeting, if the board of directors passed a resolution on an agenda that does not specify the purpose of the meeting in the notice for convening a meeting while some directors did not attend the meeting, at least with respect to the agenda, the resolution shall be null and void, as

In light of the records, the 61st meeting minutes of the 61st meeting of the 1st meeting of the 1st meeting of the 6th meeting of the 1st meeting of the 1st meeting of the 1st meeting of the 4th meeting of the 6th meeting of the 1st meeting of the 6th meeting, which is named as the 1st meeting's second meeting's excluding the above 1st meeting's 6th meeting's 4th meeting's excluding the above 6th meeting's 6th meeting's 'the 1st meeting' and the 1st meeting'''s excluding the above 6th meeting'''s 'the 6th meeting'''' meeting''', which includes the 1st meeting's 6th meeting' and the 1st meeting''s 6th meeting''s excluding the above 3th meeting''s 1st meeting's excluding the above 1st meeting's 'the 1st meeting', the 6th meeting's 6th meeting's excluding the 3th meeting'the 1's 2'director's .

Therefore, a temporary board of directors held on January 30, 204 is called by the re-appellant, who is a legitimate convening authority. The court below should have judged the validity of the resolution of the temporary board of directors held on January 30, 2004, on the premise that the resolution of the temporary board of directors held on January 30, 2004 was valid, on the premise that the temporary board of directors held on January 30, 2004, the resolution of the temporary board of directors held on February 24, 2004 was invalid, and that the resolution of the board of directors held on February 24, 2004 was convened by the re-appellant, who is not a legitimate convening authority, even if the representative director is not a legitimate convening authority, and that the resolution of the temporary board of directors held on February 14, 2004 is valid, and the board of directors held that the Respondent 1 and the Respondent 2nd director of the board of directors did not affect the conclusion of the resolution of the above temporary board of directors.

The ground for reappeal, including the purport of pointing this out, is with merit.

3. Conclusion

Therefore, the order of the court below shall be reversed, and the case shall be remanded to the court below for a new trial and determination. It is so decided as per Disposition.

Justices Shin Hyun-chul (Presiding Justice)