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(영문) 대전지방법원서산지원 2019.06.20 2019가합50252
이사회결의 무효 및 부존재 확인의 소
Text

1. Of the instant lawsuit, the part of the claim against Defendant D is dismissed.

2. All of the plaintiffs' remaining claims.

Reasons

1. Basic facts

A. The Defendant foundation is a social welfare foundation established on April 10, 2007 for the purpose of establishing and operating a sanatorium for the aged and a commuting system welfare facility for the aged, and the Plaintiff A is a director of the Defendant foundation on September 12, 2017, and the Defendant D is a director and a representative director of the Defendant foundation on August 20, 2018.

Meanwhile, Plaintiff B is a person who served as a deputy president of the E-Medical Center operated by Defendant Corporation from September 1, 2017 to December 31, 2018.

B. On July 18, 2018, when F, who was the representative director of the defendant corporation, loses the qualification as the representative director, the Chungcheongnam-do governor notified the defendant corporation of the fact that he/she will elect a new representative director by August 20, 2018.

C. Accordingly, on August 2, 2018, F retired from office as a director or representative director of the Defendant Corporation. Around August 3, 2018, Defendant Corporation sent a notice of convening a temporary board of directors’ meeting consisting of a director and a representative director’s resignation, appointment, etc. (hereinafter “instant notice”) to the directors, and on August 13, 2018, the board of directors appointed Defendant D as a director (hereinafter “the board of directors of this case”) and on August 16, 2018, three days after the said date, Defendant D was appointed as a representative director.

In the meeting minutes of the board of directors prepared as of August 13, 2018, ① the resignation of F’s directors and the appointment of Defendant D’s directors, ② the resignation of the F’s representative director and the appointment of Defendant D’s representative director (not less than four voters), and the director G, H, I, I, Plaintiff A, J, and K’s seal are affixed, and the Plaintiff’s sealing is written.

On August 16, 2018, G directors of the defendant corporation retired from office as director of the defendant corporation.

E. Meanwhile, on the other hand, Defendant B prepared a separate employment contract between September 1, 2017 and March 14, 2018, and August 30, 2018 with the head of the E-Medical Care Center G on March 14, 2018, and the term of the employment contract under the employment contract was from March 14, 2018 to March 13, 2019; and the term of the employment contract under the employment contract as of August 30, 2018 from January 1, 2018 to December 31, 2018.

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