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(영문) 부산고등법원 (창원) 2018.05.03 2017나21810
이사회결의 무효확인
Text

1. Of the judgment of the court of first instance, the Defendant, on October 23, 2014, is the chief director of the board of directors, and the Defendant’s Intervenor E, H, D, and F.

Reasons

Basic Facts

Defendant Incorporated Foundation B (hereinafter referred to as the “Defendant Foundation”) is a foundation that is not a juristic person established with L’s basic property for its business purposes, such as K Dissemination, the association for this purpose, and the association for the establishment of new laws, and the association for its operation.

On March 12, 2004, L, Plaintiff,O (P, N, M, and Intervenor E, including the holding of the inaugural general meeting and the establishment of the articles of incorporation of the Defendant Foundation, established the articles of incorporation of the Defendant Foundation on March 12, 2004. L, directors and the chief director, L, directors, directors, directors, directors, N, M (N is the oldest) and the auditor appointed Intervenor E, respectively. The term of office of the directors and the auditor was four years, and the term of office of the auditor was two years.

The main contents of the articles of incorporation are as follows:

Article 15 (Types and Fixed Number of Officers) (1) The kinds and fixed number of officers to be placed in this corporation shall be as follows:

1. Five directors;

2. One auditor. (2) The directors referred to in paragraph (1) 1 shall include the chief director.

Article 18 (Methods of Appointment of Officers) (1) Directors and auditors shall be appointed by the board of directors to take office.

(2) Removal of an executive before his/her term of office shall undergo resolution by the board of directors.

(3) If a vacancy occurs in the office of directors or auditors, the vacancy shall be filled within two months.

Article 19 (Selection Method and Term of Office of President) (1) The chairman shall be elected by the board of directors.

Provided, That when the chief director is vacant, a successor chief director shall be elected without delay.

(2) The term of office of the chairperson shall be the period of directors.

Article 20 (Duties of President and Directors) (1) The chairperson shall represent the corporation and preside over the affairs of the corporation, and shall be the chairperson of the board of directors.

(2) Directors shall attend the board of directors to deliberate and resolve on matters concerning the business of this corporation, and shall deal with matters delegated by the board of directors or the chairperson (excluding matters delegated by standing

Article 21 (Acting for President) (1) A director who is the oldest among directors shall act on behalf of the President when the chief director is involved in an accident.

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