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(영문) 서울서부지방법원 2015.07.02 2014가합5616
이사회결의무효확인
Text

1. On April 11, 2014, the board of directors dismissed the Plaintiff from the representative director and appointed D as the representative director.

Reasons

In fact, the following facts are not disputed between the parties.

The plaintiff was appointed as the defendant's director on December 11, 2006, and was appointed as the defendant's representative director on December 12, 2006.

D was registered as the defendant's director on January 26, 2007, but did not work as a director, such as actually participating in the operation of the defendant.

D around March 20, 2014, around March 20, the defendant sent to the plaintiff a certificate of contents requiring the convocation of a board of directors for the dismissal and new appointment of the representative director at the domicile of the defendant's head office on the defendant's registry, but returned to the beneficiary's uncertainty. The letter of request for convocation of a board of directors was sent again on the 27th of the

D On April 11, 2014, by holding a board of directors (hereinafter “Board of Directors of this case”) and dismissing the Plaintiff from the representative director and appointing D as a new representative director (hereinafter “instant resolution”).

Accordingly, the registration of dismissal of the defendant representative director and D's office was completed on the same day.

However, the plaintiff did not receive a notice of convening the board of directors of this case, and the minutes of the board of directors of this case were not prepared.

The provisions relating to the articles of incorporation of the defendant are as follows:

Article 17 (Convocation of Articles of Incorporation) The regular general meeting of the defendant shall be convened within three months from the day following the end of the business year, and the extraordinary general meeting shall be convened whenever necessary.

Article 27 (Convocation of Board of Directors) The board of directors shall, if there are directors separately determined by the representative director or the board of directors, notify each director and auditor at least seven days prior to the date set for such meeting.

However, with the consent of all the directors and auditors, the convocation procedure may be omitted.

§ 390 (Convocation of Board of Directors) (1) The board of directors shall be convened by each director.

However, this does not apply where a director to be convened by a resolution of the board of directors.

(2) Any director who has not been designated as a person entitled to convene a meeting under the proviso to paragraph (1) shall be the person entitled to convene.

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