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(영문) 대전지방법원 2018.05.17 2017가합103072
총회결의무효확인청구의 소
Text

1. The defendant confirms that a resolution made by the clan General Meeting of March 17, 2018 is null and void.

2. The costs of the lawsuit are assessed against the defendant.

Reasons

1. Basic facts

A. The defendant is a clan of which the "J", the six descendants of I, is a joint ancestor, and the plaintiffs are the members of the defendant's clan.

B. On January 21, 2017, the Defendant held a general meeting of shareholders and passed a resolution to elect K, a vice-chairperson, as the president.

C. On April 13, 2017, the Plaintiffs filed the instant lawsuit seeking confirmation of the invalidity of the resolution of the general meeting on January 21, 2017, by asserting that the resolution of the general meeting of the Defendant on January 21, 2017 was made at the general meeting held without a notice for convening the majority of the members including the Plaintiffs.

On November 2, 2017, the Plaintiffs and the Defendant held an extraordinary general meeting on the second day for pleading of this court, wherein the contents of election of the Defendant’s president and directors, the introduction of the system of representatives, and the adoption of women’s status as a member of the clan are indicated, and the notification of convening a general meeting was agreed to jointly with K, the former president, L, and three persons, the second president of the Republic of Korea, and M, the second president of the Republic of Korea.

E. In contrast to the foregoing agreement, the Defendant did not jointly notify L and M, and held an extraordinary general meeting (hereinafter “instant general meeting”) on March 17, 2018, after undergoing a convocation procedure with N, which the Defendant identified as the co-existence of the Defendant’s interest at the general meeting, as the person with the authority to convene the general meeting. The instant general meeting was again elected by K as the president, and the articles of incorporation was amended, and 22 persons, including O, P, and directors were elected as auditors, 6 directors as directors, and C et al. on January 21, 2017 (hereinafter “instant resolution”). The instant resolution was also adopted to ratification the resolution of the general meeting (hereinafter “instant resolution”).

F. On April 12, 2018, the Plaintiffs withdraw the previous claim seeking confirmation of invalidity of the resolution of the general assembly on January 21, 2017, and subsequently changed the claim to seek confirmation of invalidity of the resolution of this case on the same day. The Defendant also changed the previous claim on the same day.

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