(a) A register of voting rights of general meeting members through an agent;

(b) Whether a notice of convening a general meeting not in writing becomes invalid for a resolution of the general meeting

A. Unless otherwise provided in the articles of incorporation, it is reasonable to view that the members of the general meeting of an incorporated association can exercise their right to resolution through agents.

B. Although a call was made by telephone, if the notice of the general meeting was given within the period of the establishment of the articles of incorporation, the said notice cannot be deemed null and void solely on the basis of the defect in the place where the said notice was not made in writing.

Articles 71 and 73 of the Civil Act

Supreme Court Decision 78Da1436 delivered on December 13, 1978 (Article 48(78) of the Civil Procedure Act)

Plaintiff

Defendant Corporation

Seoul Central District Court (85Gahap250) in the first instance trial

The plaintiff's appeal is dismissed.

Expenses for appeal shall be borne by the plaintiff.

The judgment of the first instance shall be revoked.

On October 24, 1984, the defendant appointed non-party 1 as the president at the special general meeting confirms that the resolution is null and void.

Litigation costs shall be borne by the defendant.

1. On October 24, 1984, at around 17:00, the fact that a resolution was made to appoint Nonparty 1 as the president of the defendant corporation (hereinafter referred to as the "resolution in this case") from an extraordinary meeting held by the Jung-gu Seoul Central District Office underground Chinese branch (hereinafter referred to as the "general meeting in this case") was not in dispute with the party company, and according to each of the evidence Nos. 4-1, 2-2, 3-3, 4, 5-4, 1984, the defendant corporation obtained the approval of taking office from the Central District Education Committee of Seoul, the competent authority on October 31, 1984, and the fact that Nonparty 1 registered as the representative director of the defendant corporation on November 5, 1985, and the resolution in this case is legitimate and valid.

2. (A) The Plaintiff’s articles of incorporation (amended on February 12, 1983) of the Defendant corporation with respect to the number of members of the general meeting and qualification requirements of the Defendant corporation is not forged or altered; evidence Nos. 11-1, 22 (record), 22-1, 2-2 (Permission for Amendment of Articles of Incorporation), 1-2 (Permission for Amendment of Articles of Incorporation), 2-1 (No. 11-7), 2-3 (General Meeting of Representatives A), 1-2 (No. 11-7), and 1-3 (No. 1-7), and 1-2 testimony of the above witness, the Plaintiff’s articles of incorporation was enacted on August 6, 1965, and the articles of incorporation of the Defendant corporation was amended on June 4, 1979, and the amendment of the articles of incorporation of the Nonparty corporation was made to recognize the authority of the Nonparty corporation’s representative at the general meeting of the Defendant corporation’s 1-2 and the Nonparty corporation’s representative at the amendment.

Even if the articles of incorporation of the defendant's family affairs were amended, the above revised articles of incorporation shall not take effect since they did not complete the registration of change of the competent authority under Articles 3 and 5 of the Social Organization Registration Act, but Article 2 subparagraph 6 of the above Act provides that the above revised articles of incorporation shall not apply to the same corporation as the defendant corporation. Thus, the plaintiff's argument is without merit. Further, pursuant to Article 1 of the above revised articles of incorporation, the revised articles of incorporation shall take effect from the date of registration with the supervisory authority's approval. Since the above revised articles of incorporation did not take effect since it did not have been registered with the court, Article 1 of the above revised articles of incorporation takes effect from the date of registration with the court, the above revised articles of incorporation takes effect. But the purport of the above provision is not to request the registration of the revised articles of incorporation in whole, but to register the revised articles of incorporation if the contents of the registered articles of incorporation are modified, and the above revised articles of incorporation shall not be asserted. Thus, the above revised articles of incorporation of the above amended articles of incorporation is justified.

(B) According to Article 2 of the Revised Articles of Incorporation, the plaintiff shall be deemed to have been elected by the Revised Articles of Incorporation at the time of entry into force of the Revised Articles of Incorporation (excluding auditors) and the president of the branch. The former president of the defendant corporation shall be deemed to have been elected by the Revised Articles of Incorporation at the time of entry into force of the Revised Articles of Incorporation, and the former president of the defendant corporation shall be deemed to have been elected by the Revised Articles of Incorporation on February 11, 1987 (4) before the expiration date of the Revised Articles of Incorporation (4 years counting from February 12, 1983, the Revised Articles of Incorporation), which was 10 (2) and 11 (3) of the above Articles of Incorporation, before the resignation on September 14, 1984 (4 years counting from February 12, 1983, the Revised Articles of Incorporation). The purport of the above transitional provisions is that the Revised Articles of Incorporation shall not be deemed to have been newly elected by the 97 Revised Articles of Incorporation.

(C) The plaintiff again asserts that the resolution of this case is null and void since the remaining seven members, other than the non-party 4 and 5, who attended the general meeting of this case, among the nine members present at the general meeting of this case, are non-party 1, the non-party 2 (Minutes), the non-party 1, the non-party 1, the non-party 2, the non-party 1, the non-party 4, the non-party 7, the non-party 1, the non-party 4, the non-party 1, the non-party 5, the non-party 1, the non-party 2, the non-party 1, the non-party 1, the non-party 2, the non-party 1, the non-party 2, the non-party 1, the non-party 4, the non-party 1, the non-party 4, the non-party 1, the chairman of the general meeting of this case and the non-party 1, the non-party 2, the non-party 1, the new chairperson of this case

Although the plaintiff asserts that the exercise of voting rights by proxy by the non-party 14, 15, and 16 is invalid, it is reasonable to view that the members of the general meeting of an incorporated association can exercise voting rights by proxy unless otherwise provided in the articles of incorporation, but in this case, the plaintiff's assertion that there is a provision prohibiting the exercise of voting rights by proxy in the articles of incorporation of the incorporated association

However, according to the above Eul evidence No. 1, the president is required to nominate a general meeting member from among the members under Article 5 (1) (g) of the articles of association (any other person who holds and registers licenses) (Article 16). In addition, Article 5 (1) (g) of the above Act provides that a member may not be a director or an auditor (Article 9 (1)). In addition, Article 9 (1) of the above Act provides that a member may not concurrently serve as a general meeting member under the name of the chairman and an auditor, but the non-party 10 and 8 of the chairman's name general meeting can be recognized as having served as an auditor of the defendant corporation at the time of the general meeting of this case. However, since the above two persons are not qualified as a general meeting member, it does not affect the above plaintiff's assertion that the quorum of the intention under the articles of association of this case and the majority of the voting members, which are the defendant corporation under the articles of association of this case, and even if the above two persons are not qualified as a general meeting member.

(D) Finally, since the plaintiff asserts that the convening procedure of the general meeting of this case violates the procedure of the articles of association, the resolution of this case is null and void. Thus, according to the above Eul evidence No. 1, it can be recognized that the president or acting director of the defendant corporation must state the agenda of the general meeting and notify each member of the convocation seven days before the meeting of this case. Thus, in light of the above evidence, the non-party 6, the convening authority of the general meeting of this case, the non-party 6, the vice-president of the defendant corporation, can only recognize the facts of convening the general meeting of this case by notifying all members of the general meeting of the date, time, place and agenda of this case by telephone before the general meeting of this case and convening the general meeting of this case 7 days before the meeting of this case, and considering the above evidence, the non-party 1, the non-party 2, and the non-party 4, the non-party 6, the convening authority of the general meeting of this case, the non-party 1, the witness testimony of this case, in writing 5 16 days before the general meeting.

However, as seen earlier, the former president of the defendant corporation was appointed as a new president as soon as possible and restored the honor of the defendant corporation and confirmed that he had been able to fill the business gap. Although the members of the general assembly of the defendant corporation were members of the general assembly of this case before the notice of the general assembly of this case, even though the call was made by telephone, the members of the general assembly of the defendant corporation notified the general assembly of this case within the period of the establishment of the articles of association, and the members of the general assembly of the defendant corporation did not raise any objection against the general assembly of this case and its resolution (According to the statements No. 8-1, 2, and 3 of the evidence No. 8-1), the resolution of this case cannot be viewed as null and void merely because of minor defects in the extent that the notice of general assembly of this case was not made in writing.

3. Thus, the plaintiff's claim seeking confirmation of invalidity of the resolution of this case shall be dismissed as without merit. The judgment of the court of first instance is just, and the plaintiff's appeal is dismissed as without merit. It is so decided as per Disposition by the application of Articles 95 and 89 of the Civil Procedure Act to the cost of lawsuit.

Judges Lee Sung-soo (Presiding Judge)