beta
Text
1. The defendant's appeal is all dismissed.
2. The costs of appeal shall be borne by the Defendant.
Purport of claim and appeal
1..
Reasons
1. The reasoning of the judgment of the court of first instance citing this case is as follows, except for the addition of the judgment on the new argument made by the defendant in this court, thereby citing this case in accordance with the main sentence of Article 420 of the Civil Procedure Act.
2. Judgment on the new argument in this Court
A. 1) The Defendant’s amendment of the Code of Association to the general assembly prior to the instant general assembly’s argument provides for the matters concerning the amendment of the Code as one of the matters to be reported at the general assembly’s resolution on February 5, 2017, which was amended before the instant general assembly. Article 8 of the above Code provides that the general assembly shall convene with the attendance of a majority of incumbent members and make a resolution with the consent of the majority of present members. Therefore, the Defendant shall be deemed to have provided a separate provision relaxing the requirements for amendment to the articles of association under Article 42(1) of the Civil Act. As such, the Defendant’s amendment of the Code and the subsequent resolution on February 5, 2017, which were applied to the instant general assembly prior to the instant general assembly, are all valid. (2) As such, Article 9 of the Code provides for “matters concerning the approval and amendment of the Code” as one of the matters to be reported at the general assembly’s resolution or the main sentence of Article 8(1) of the above Code, with the consent of a majority of incumbent members.
However, in light of the language and structure of Article 9 and the main text of Article 8(1) of the above Code cited by the Defendant, Article 9 of the above Code merely lists matters to be resolved at a general meeting or to be reported to a general meeting, and it is reasonable to view that the main text of Article 8(1) provides a general quorum for the proceedings and resolutions of a general meeting.
Therefore, the defendant is only the above provisions.