logobeta
본 영문본은 리걸엔진의 AI 번역 엔진으로 번역되었습니다. 수정이 필요한 부분이 있는 경우 피드백 부탁드립니다.
텍스트 조절
arrow
arrow
(영문) 서울중앙지방법원 2014.10.10 2014가합500130
이사회결의무효확인
Text

1. The plaintiff's claim is dismissed.

2. The costs of lawsuit shall be borne by the Plaintiff.

Reasons

1. Basic facts

A. On September 2013, the Plaintiff was appointed as the Defendant’s representative director.

At the time of the defendant's director around December 2013, there are plaintiffs, C, D, E, and F.

G (a former outside director resigned on August 22, 2013). (b)

C On December 24, 2013, the Defendant’s directors notified the Defendant’s directors of the convocation of the board of directors on December 31, 2013, on the agenda of “replacement of the representative director” by e-mail.

C. On December 31, 2013, the board of directors held on December 31, 2013 (hereinafter “Board of Directors”) attended by the Plaintiff, C, D, and E among the Defendant’s directors.

However, the minutes of the meeting of the board of directors (No. 3) of this case stated that five (the plaintiff, C, D, E, F, and G) of the total number of directors (the plaintiff, C, D, E, F) were present at the meeting, and that the F was decided to dismiss the plaintiff from the representative director and appoint C as the representative director with the consent of three (3) of them.

The relevant provisions of the articles of incorporation of the instant company are as follows.

Article 39 (Composition and Convocation of Board of Directors) (1) The board of directors shall be composed of directors.

(2) The board of directors shall, when there is a representative director or a director separately determined by the board of directors, notify each director and auditor thereof at least seven days prior to the meeting.

(3) Any director who has not been designated as a person entitled to convene a board under paragraph (2) may request the director so designated to convene it.

Where a director who is an authorized person refuses to convene a meeting of the board without justifiable grounds, another director may convene a meeting of the board.

(4) Where all directors and auditors consent, the convocation procedures under paragraph (2) may be omitted.

Article 40 (Methods of Resolution by Board of Directors) (1) Resolutions of the board of directors shall be attended by a majority of directors present.

(2) The board of directors shall allow all or part of directors to participate in a resolution by a means of communication transmitting and receiving video and voice simultaneously without attending a meeting directly.

arrow