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1. A resolution that the Defendant appoints C and D as a director, and E and F as an auditor at the board of directors of November 22, 2016 is null and void.
Reasons
1. Basic facts
A. The defendant is a non-profit medical corporation established and operated by a medical institution.
B. On July 22, 2013, the Plaintiff, G, I, J, and K were appointed as the Defendant’s director, and H as the auditor on the same day. The I was registered as a director having the power of representation in the Defendant’s corporate register.
C. Pursuant to Article 13(1) of the Defendant’s Articles of incorporation, the term of office of the Auditor H expires on July 22, 2015, and on July 22, 2016, when all directors have expired, I issued a notice of convening a board of directors on November 11, 2016 to the Plaintiff and G with the following content.
The date and time of holding the board of directors: The place where the board of directors is held on November 22, 2016: The agenda of the board of directors of the L Hospital: The number of directors being reappointed due to the expiration of the period for director A (Plaintiff) and G.
D. On November 22, 2016, at the first floor of the funeral hall of L Hospital (hereinafter “L hospital”) around 10:30, the Defendant’s board of directors was held at the meeting of I, J, and K, and a resolution was adopted to appoint the director at the expiration of the term of office as a director, G, I, J, K, K, and Auditor H, and I, J,K, C, and D as a director, and E and F as an auditor.
Chapter 3. The kinds and the fixed number of officers to be placed in a corporation under Article 11 (Types and Fixed Number of Officers) shall be as follows:
1. One chief director;
2. Five directors (including a chief director); and
3. Two auditors (Appointment and Dismissal of Officers) (1) Officers shall be appointed by the board of directors one month before the expiration of the term of office, and the results thereof shall be reported to the Governor of Jeollabuk-do.
(2) Where the term of office of the next executive officers expires without selecting the next executive officers due to a delay in holding the board of directors, etc., the former president and the former executive officers shall take charge of the affairs of this corporation until the
Article 13 (Term of Office of Officers) (1) The term of office of the directors of this corporation shall be three years, and that of the auditor, two years.
(2) Executives may be reappointed.
Part IV, Article 20 (Composition and Division of Board of Directors) (1) The board of directors shall be established as the highest decision-making organ of this corporation, and the board of directors shall be the provisions of Article 12.