Applicant (Law Firm LLC, Attorneys Yu-chul et al., Counsel for defendant-appellant)

Wereci Central Parental Association, an incorporated association

Appellant 1 and 3 others (Law Firm Lee & Lee LLC, Counsel for the appellant-appellant)

Seoul Central District Court Order 2017Bu197 dated December 14, 2017

1. The appeal shall be dismissed in entirety by one appellant, two petitioners, and three petitioners;

2. Four appeals by the appellant are dismissed;

3. Costs of appeal shall be borne by the appellant.

1. Purport of request;

A representative of the principal of the case and a person designated by the court shall be appointed.

2. Purport of appeal;

The decision of the first instance shall be revoked.

1. Case summary

A. The principal of the instant case is a corporation organized with the purpose of promoting friendship between the sublime of a vessel and its members, and protecting and preserving cultural heritage that are related to the friendship between the sublime and the members of the deceased country by consisting of the deceased Kim Jong-do and the deceased Kim Jong-Se, the descendants of the deceased country and the clan of the Incheon Escop.

B. The main contents of the articles of incorporation are as follows.

(1) The members of this court shall have the right to vote for executives and to be elected at a general meeting, and comply with the articles of incorporation, regulations and matters to be resolved at the general meeting. Article 11 shall have the following officers. (1) One chief director and not more than 20 assistant chief director and not more than 150 assistant directors. (2) Not less than 20 assistant chief directors and 150 assistant directors shall be elected at the general meeting and report without delay to the Administrator of the Cultural Heritage Administration. (1) The terms of office of the two-year general meeting and the fixed number of executives of the two-year general meeting shall be three years. (2) The general meeting of the two-year general meeting and the fixed number of executives of the two-year general meeting shall be determined by the chairperson and the fixed number of vice-chairpersons; (3) The general meeting of the two-year general meetings and the fixed number of executives of the two-year general meetings shall be determined by the chairperson and the fixed number of vice-chairpersons;

C. The instant principal, at an extraordinary general meeting of November 20, 2013, passed a resolution on the amendment of the articles of incorporation and one appellant 1, as the president of the instant principal (the instant principal’s articles of incorporation concurrently serves as the president, and the vice president concurrently serves as the vice president; hereinafter, the same shall apply). A resolution on the amendment of the articles of incorporation at an extraordinary general meeting of April 30, 2014 was adopted, and the ratification was passed at an extraordinary general meeting of September 30, 2014, with 1, an appellant as the president, from among the resolution on the extraordinary general meeting of November 20, 2013, 200, 1, the appellant, as the president, was reappointed at the ordinary general meeting of January 7, 2015. However, the Seoul High Court’s decision became final and conclusive on the grounds that both the resolution on the amendment of the articles of incorporation and 214th 10 of the instant principal were null and void, 2014.

D. On October 20, 2015, the principal of the case (hereinafter “instant case”) appointed one appellant as the president of the instant case, and decided to delegate the appointment of executive officers, including the vice president, to one appellant. Accordingly, the appellant 1 appointed two vice-president as the appellant and three vice-president as the appellant, respectively. However, in the case of invalidity confirmation of the resolution of the general meeting filed by the instant principal representative, the judgment became final and conclusive (Seoul Central District Court Decision 2015Da5751, Dec. 1, 2016; Seoul High Court Decision 2016Na2087368, Jul. 7, 2017; Supreme Court Decision 2017Da257500, Dec. 13, 2017).

E. As the judgment becomes final and conclusive that the resolution of the general meeting held by the appellant 1 as the president of the principal of the case becomes null and void as stated in the above sub-paragraph (d) above, the Seoul Central District Court 2016Kahap8076, 2017Kahap81287, which was appointed as the representative of the president of the principal of the case until the judgment on the merits became final and conclusive, all of the powers of the non-applicant 1 and the vice-president were extinguished.

F. The court of first instance rendered a decision in accordance with Article 63 of the Civil Act to avoid damages that could arise to the principal of the case due to the circumstances such as the above D. E., the court of first instance, who appointed an attorney-at-law, who was the representative of the principal of the case, as a temporary president (president) and appointed one other than the existing president, pursuant to Article 63 of the Civil Act. In Seoul Central District Court 2017Bu294, a provisional vice president, who was the representative of the principal of the case, made a decision to appoint

2. Whether the appeal is lawful;

A. According to Article 20(1) of the Non-Contentious Case Litigation Procedure Act, “a person whose right has been infringed by a trial may file an appeal against the trial.” Here, “a person whose right has been infringed” refers to a person whose right has been directly and objectively infringed by a trial, and does not include a person who has been indirectly or indirectly disadvantaged (see Supreme Court Order 82S1, Sept. 8, 1984, etc.).

B. First, with respect to the appellant 1, appellant 2, and appellant 3, a health department, and a general meeting resolution of the Appellant 1, the Appellant 1, the chief director, the vice chief director, and the chief of the accounting department, which were appointed by the Appellant 1 as the chief executive officer of the case, are null and void. Accordingly, the appointment of the chief executive officer and the appointment of the Appellant 2 as to the Appellant 2 as the Appellant and the Appellant 3 as the Appellant were null and void by the determination of the first instance court, and it cannot be deemed that the Appellant’s status as an executive officer or employee of the Appellant was infringed by the decision of the first instance court. Meanwhile, even if the Appellant was a member of the principal of the case, the Appellant’s right to vote and the voting right at the general meeting should be determined by Article 8 of the Articles of Incorporation of the Appellant, and even if a provisional director was appointed by the decision of the first instance court, the principal of the case can elect the chief executive officer, including the chief director.

C. According to the health department and the record as to the appellant 4, the appellant 4 is the oldest person among the vice-president of the principal of the case as of November 20, 2013 as of November 20, 2013. At that time, the appellant 3 was dead, and as seen earlier, all resolutions of the appellant 1 from the above extraordinary general meeting to October 20, 2015 were null and void, and the confirmation judgment became final and conclusive, and the authority of the attorney 1’s chief executive officer and the representative of the board of directors as of October 1, 200 has ceased to exist, so there is room to view that the appellant 4, who is the appellant, has the right to conduct emergency affairs as the chief executive officer whose term expires, as the representative of the board of directors under Article 17(2) of the Articles of Incorporation and Article 691 of the Civil Act. Accordingly, it is reasonable to deem that the appellant 4, whose right to conduct the above emergency affairs was infringed due to the decision of the first instance court, is entitled to

3. The legitimacy of the decision of the court of first instance;

① On October 2015, 2015, after the resolution of ratification was passed at the extraordinary general meeting of the principal of the case after November 20, 2013, the appellant 1 was appointed as the president of the instant case. On December 13, 2017, the Supreme Court ruling on the lawsuit seeking nullification of the said resolution was reached, the number of existing directors constituting the executing board of directors, as alleged by the appellant 4 (Article 25(2) of the Articles of incorporation, and Article 2 of the Regulations of the executing board of directors, and Article 15(1) of the Enforcement Council, and the number of existing directors, including the chief of the instant case, were found to be inadequate to constitute a director under the articles of incorporation, and even if there were existing directors, including the chief of the instant case, who are non-party 1’s non-party 1’s non-party 1’s non-party 1’s non-party 1’s non-party 1’s non-party 1’s external auditor, who had no objection to the instant case.

4. Conclusion

Therefore, the appeal by the appellant 1, 2, and 3 shall be dismissed in entirety as unlawful, and the appeal by the appellant 4 shall be dismissed as it is groundless.

Judges Kim Dong-ok (Presiding Judge)