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(영문) 대전고등법원 2017.09.13 2017나11016
이사회결의무효확인의 소
Text

1. All appeals filed by the Intervenor against the Defendant are dismissed.

2. The costs of appeal are assessed against the Intervenor.

Reasons

1. The reasoning of this Court’s judgment on the premise of facts and the main defense is stated in this part of the judgment of the court of first instance.

Inasmuch as the corresponding part of the judgment of the court of first instance is the same as the corresponding part of the judgment other than the dismissal as follows, it shall be quoted in accordance with the main sentence of Article 420 of the Civil Procedure Act.

H. The provisions of the Private School Act and the Defendant’s articles of incorporation related to the instant case are as follows.

▣ 사립학교법 제14조(인원) ① 학교법인에는 임원으로서 7인 이상의 이사와 2인 이상의 감사를 두어야 한다.

Provided, That a school foundation which establishes and operates only kindergartens may have five or more directors and one or more auditors as its executives.

(2) One of the directors shall become the chief director according to the articles of association.

(3) A school foundation shall appoint directors (hereinafter referred to as "open directors") equivalent to 1/4 (Provided, That this shall be rounded up to decimal places) of the fixed number of directors under paragraph (1) from among persons recommended by the Open Director Recommendation Committee established under paragraph (4) as double the fixed number of directors.

Article 17 (Convocation of Board of Directors) (3) Each director shall notify each director of the board of directors, specifying the purpose of the meeting at least seven days before the meeting.

except where all directors are gathered and all of them request the holding of the board of directors.

Article 18 (Quorum and Quorum for Proceedings) (1) Unless otherwise provided for in the articles of incorporation, the proceedings of the board of directors shall be held with attendance of the majority of the registered directors, and pass resolutions with the concurrent vote of

Article 19 (Duties of Officers) (2) Where the chief director becomes vacant or is unable to perform his duties due to an accident, the articles of association shall govern, and where the articles of association do not provide for, other directors shall act on behalf of the chief director.

Article 20 (Appointment and Term of Office of Officers) (1) Officers shall be appointed at the board of directors as prescribed by the articles of association.

(2) Officers shall be the competent authorities.

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