(a) Defects in convening procedures and effects of a resolution by the board of directors;

B. Whether an administrative agency can voluntarily revoke an administrative disposition with a significant defect (affirmative)

(c) Scope of directors whose rights to work are recognized.

A. If a resolution by the board of directors of a nonprofit corporation is convened by a person who is not a legitimate convening authority and is held without legitimate convening procedures, as prescribed by the Civil Act or the articles of incorporation, the resolution by the board of directors shall be null and void automatically

(b) The competent administrative agency's approval of the appointment of a director for a director appointed by a resolution of the board of directors which is void automatically is a serious defect in the administrative disposition, and the administrative agency may revoke it by itself.

C. In the event that there is no person who is appointed to serve as a new director even though the term of office of all or part of a director in a juristic person under the Civil Act has expired, the former director may perform his previous duties until the new director is appointed, unless there are special circumstances that deem it inappropriate to have the former director whose term of office expires to perform the duties of the juristic person. However, the right to perform the duties of the director whose term of office has expired as above is to prevent a situation in which the director is unable to perform his normal duties because the vacancy occurs in the director although the director can act only by the director who constitutes the organization. Therefore, even if the term of office has expired in part of the director, if another director whose term of office has not expired but can act as a normal juristic person, the former director whose term of office has expired shall not be required to continue to perform his duties as a director, and in such a case, it shall be deemed that

a.Article 58(b) of the Civil Code; Article 2 of the Administrative Litigation Act

A.B. Supreme Court Decision 85Nu973 delivered on March 24, 1987; Supreme Court Decision 68Da515 delivered on September 30, 1968; Supreme Court Decision 72Nu86 delivered on April 11, 1972; Supreme Court Decision 83Meu938 delivered on September 27, 1983

Plaintiff 1 and two others, Plaintiffs 1 and 4 others, Counsel for the defendant-appellant-appellee)

Attorney Nam-gu et al., Counsel for the defendant

Seoul High Court Decision 84Gu1247 decided Oct. 10, 1985

All appeals are dismissed.

The costs of appeal are assessed against the plaintiffs.

We examine the grounds of appeal.

(1) If a non-profit corporation convened a meeting of the board of directors under the Civil Act or the articles of incorporation of a non-profit corporation without legitimate authority to convene a meeting of the board of directors, the board of directors shall be deemed null and void. Since the competent authority to approve the appointment of a director for the director appointed by a resolution of invalidity of the board of directors is a serious defect in the administrative disposition, an administrative agency may cancel it by itself (see, e.g., Supreme Court Decision 85Nu973, Mar. 24, 1987). According to the reasoning of the judgment below, the court below's 33th meeting held on February 20, 1984 that the non-party 1, the president of the board of directors, was unable to convene a meeting of the board of directors on behalf of the non-party 2 for a long time without any authority to convene a meeting of the board of directors on behalf of the chairperson, and there was no error in the law by allowing the non-party 2 to convene a meeting of the board of directors on behalf of the chairperson.

The issue is groundless.

(2) The former director may perform his previous duties until he is newly appointed, unless there are special circumstances that it is deemed inappropriate to allow the former director whose term of office has expired to perform the corporation's duties even though all or part of the directors had been expired, (see, e.g., Supreme Court Decision 68Da515, Sept. 30, 1968; Supreme Court Decision 72Nu86, Apr. 11, 1972; Supreme Court Decision 83Meu938, Sept. 27, 1983; 83Da938, Sept. 27, 1983). The right of directors whose term of office has expired, as mentioned above, to perform their duties can only be performed by a director who constitutes the organization but can not perform their normal duties, and thus, the former director shall be deemed to have been absent until he is appointed. Thus, if the former director can perform his normal duties with another director whose term of office has not yet expired, he shall be deemed to have been dismissed as a director.

According to the reasoning of the judgment below, since three directors, among nine directors of the non-party corporation, including the non-party 2, the non-party 3, and the non-party 4, among the nine directors of the non-party corporation, lose their qualifications on June 26 of the same year, which is the next day after the expiration of the term of office, due to the cancellation of the approval for the appointment of a director on September 7, 1984, respectively, and the plaintiffs' assertion that the above expired directors and four directors shall be jointly signed by the directors, and the request for convening the board of directors on July 4, 1984 and September 24 of the same year, and the request for convening the board of directors on October 16 of the same year shall not be deemed to be a request for convening the board of directors or the request for convening the board of directors meeting in accordance with the articles of incorporation of the above corporation, and it shall not be deemed to be unlawful, and even if the above three directors retire at the expiration of the term of office, it shall not be justified in the misapprehension of legal principles as above.

The essay is groundless.

(3) According to the court below's determination, the court below legitimately acknowledged the fact that the defendant's disposition of this case was made on the ground that it did not comply with the request of correction pursuant to Article 26 (2) of the Enforcement Decree of the Act on the Establishment and Operation of Public Interest Corporations and Article 26 (1) of the Enforcement Decree of the same Act, since the defendant's disposition of cancellation of the approval of the appointment of director of this case constitutes a case where there is a concern that it could not achieve the purpose of the above corporation's establishment due to the internal portion among the officers under Article 14 (2) of the Act on the Establishment and Operation of Public Interest Corporations and Article 26 (1) of

The issue is groundless.

(4) Therefore, the appeal is dismissed, and all costs of appeal are assessed against the losing party. It is so decided as per Disposition by the assent of all participating Justices on the bench.

Justices Lee Jae-hee (Presiding Justice)