1. The judgment of the first instance, including the plaintiffs' claims that have been changed in exchange at the trial, shall be modified as follows.

1. The following facts do not conflict between the parties, or may be acknowledged pursuant to the purport of Gap evidence of Nos. 1 to 5, 7, 11, 12, 16, 22 through 25 (including the branch numbers, if not specially indicated; hereinafter the same shall apply) and the whole pleadings, and there is no counter-proof.

The defendant is a company that operates the Hart club, which is a shareholder membership golf club, and the plaintiffs are the shareholders of the defendant company and the members of the above club.

B. The articles of incorporation of the defendant company provides that two representative directors (one shareholder representative director, one representative director who is specialized in management), eight directors (excluding the representative director), and two auditors shall be appointed as the officers. As to the appointment of officers, the following provisions are stipulated.

Article 21 (Voting Rights of Shareholders) (1) The articles of incorporation shall have one vote for each share owned by a shareholder.

(2) A shareholder may exercise the voting rights in writing sent by the defendant company or by proxy.

Provided, That in cases of a written resolution, the contents of the resolution shall arrive in the defendant company in sealed state before the general meeting begins, and where the representative is delegated, the proxy shall be accepted at least 24 hours prior to the general meeting.

Article 23 (Types and Fixed Number of Officers) (1) The terms of office for officers shall be three years, and they may be reappointed only once.

However, the term of office of the contracting officer, such as the representative director who is specialized in management, shall be the contract term.

(2) The representative director and auditor of the company under Article 25 (Appointment of Officers) (1) shall be elected in the order of many votes holder by exercising his/her voting right by direct voting, from among the candidates registered in accordance with the regulations of the election commission of the defendant company, in the number as provided for in Article 23 (1) 1 and 3.

In such cases, the number of voting rights acquired by an elected person shall be deemed to meet the quorum under Article 20 (1) of the Articles of incorporation.

(2) Directors shall be the candidates registered for each constituency demarcated as prescribed by the regulations of the Election Commission.