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(영문) 의정부지방법원 2017.12.22 2017가합1322
이사회결의무효확인
Text

1. The Defendant’s meeting of May 29, 2017 confirms that a resolution to appoint E and F as a director is null and void.

2...

Reasons

1. Basic facts

A. The Plaintiffs are the directors of the Defendant, and the Defendant is a medical corporation established for the purpose of establishing and operating medical institutions and supporting war veterans.

B. Of the Defendant’s articles of incorporation, the parts relating to this case are as follows.

Article 21 (Convocation of and Procedures for Meetings of the Board of Directors) (2) When at least 1/3 of the registered directors request the convocation of the board of directors and the auditor requests the convocation of the board of directors to report the results of audit, the board of directors shall convene the meeting within 20 days from

(3) In convening the board of directors, a notice for convening the board of directors shall be given to each director and auditor in writing, specifying the purpose, agenda, date, time, place, etc. of the meeting seven days before the meeting is held.

(4) The board of directors may resolve on matters notified under paragraph (2).

Provided, That the foregoing shall not apply where all the members present and all the members present at the meeting.

Article 22 (Resolution of Board of Directors)

4. Except as otherwise provided for in the articles of incorporation, the board of directors under Article 23 shall open with the attendance of the majority of the registered directors, and pass resolutions with the concurrence of a majority of the present directors or more; and

C. On May 29, 2017, the Defendant is referred to as the “Board of Directors” of this case.

A. At the meeting, G, H, and the plaintiffs, who are all directors of the defendant, attended to resign from office as directors, G, and H, and E and F were decided to appoint a new director.

“The minutes” have been drawn up.

However, in fact, the plaintiffs did not attend the board of directors of this case, and did not receive a notice for convening the board of directors of this case.

In addition, the above minutes were affixed the plaintiffs' seals differently from the plaintiffs' intentions.

[Ground of recognition] Facts without dispute, entry of Gap evidence 1 to 5, purport of the whole pleadings

2. According to the above facts of recognition as to the cause of the claim, this case is examined.

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