[1] Whether a school foundation should notify each director of the purpose of the meeting as a procedure for convening the board of directors of the specific contents of the agenda to be presented or the judgment data on the agenda (negative in principle)

[2] In a case where Party A sent to each director a letter of convening a board of directors meeting, holding six new directors to appoint them, and the Superintendent of an Office of Education prepared an application for approval of taking office for them, but rejected it on the ground of violation of Article 17(3) of the Private School Act, the case affirming the judgment below that the resolution of board of directors did not err in the procedure of violating Article 17(3) of the Private School Act

[1] Article 17(3) of the Private School Act provides that a school foundation's director may decide whether to attend a meeting by allowing the school foundation's director to know the purpose of the meeting in advance or prepare necessary preparation for the proper exercise of the right to deliberate. Thus, the purpose of the meeting to be included in a notice of convening a meeting is sufficient to the extent that it is possible to make a decision or prepare for the director's attending a meeting, and otherwise, unless otherwise provided in the articles of incorporation of the school foundation, etc., the specific contents of the agenda to be presented or the judgment materials thereof shall not be included in the notice

[2] The case affirming the judgment below which held that, in case where Gap school foundation Gap sent to each director a letter of convening a board of directors meeting stating the agenda item "for the election and dismissal of corporate directors", held six new directors to appoint them, and the Superintendent of an Office of Education submitted an application for approval of taking office to the Superintendent of an Office of Education, but rejected it on the ground of a violation of Article 17 (3) of the Private School Act, the court below did not err in the procedure of violating Article 17 (3) of the Private School Act, on the ground that the notice of convening a board of directors held according to the notice of convening a meeting was not accompanied by the personal data of the directors to be newly appointed, unless the "case of selecting and dismissing corporate directors" is specified as the subject item of the meeting, and the purpose of the

[1] Articles 17(3) and 20(1) of the Private School Act / [2] Articles 17(3) and 20(1) of the Private School Act

Plaintiff 1 and three others (Attorney Park Jae-hoon, Counsel for the plaintiff-appellant)

Gyeong-nam Superintendent of the Provincial Office of Education (Dongyang Law Firm, Attorneys Kim Jong-he et al., Counsel for the plaintiff-appellant)

Busan High Court Decision 2010Nu4223 decided April 6, 2011

The appeal is dismissed. The costs of appeal are assessed against the defendant.

The grounds of appeal are examined.

Under Article 20(1) of the Private School Act, executives such as school juristic persons’ directors shall be appointed at the board of directors pursuant to the articles of incorporation. Article 17(3) of the Private School Act provides that when a board of directors is convened, each director shall be notified at least seven days prior to the meeting, specifying the purpose of the meeting. Provided, That the same shall not apply when all the directors are gathered and all the directors request the holding of the board of directors. Therefore, in order for an incorporated school to hold a board of directors aiming at the appointment of a director, each director shall be notified at least seven days prior to the date on which the board of directors is held, and any resolution for appointing

On the other hand, the provisions of the Private School Act on the convocation procedure of the board of directors purported to allow the school foundation's directors to decide whether to attend the board of directors or to prepare for the proper exercise of the right to deliberate upon by allowing them to know the purpose of the meeting in advance. Thus, the purpose of the meeting to be included in the convocation notice is sufficient to enable the directors to make a decision on or prepare for the meeting attendance of the above directors, and otherwise, unless otherwise stipulated in the articles of incorporation of the school foundation, etc., the specific contents of the agenda to be presented or the judgment materials thereof should not be included

According to the reasoning of the judgment below, the court below determined that the board of directors held following the notice did not err in violating Article 17 (3) of the Private School Act to the resolution of the board of directors of this case, which appointed the plaintiffs as new directors of the same school foundation and appointed the plaintiffs as new directors of the same school foundation in accordance with the notice of convening the board of directors of this case, since the "case of convening the board of directors" in the notice of convening the board of directors of this case was stipulated as the purpose of the meeting, since the personal data of the directors to be newly appointed were not attached to the notice of convening the board of directors of this case.

In light of the above legal principles and records, the judgment of the court below is just and acceptable, and there are no errors in the misapprehension of legal principles as to the interpretation of Article 17 (3) of the Private School Act as alleged in the ground of appeal.

Therefore, without further proceeding to decide on the remaining grounds of appeal which merely contests the judgment of the court below, the defendant's appeal is dismissed, and the costs of appeal are assessed against the losing party. It is so decided as per Disposition by the assent of all participating Justices.

Justices Kim Nung-hwan (Presiding Justice)