(영문) 부산고등법원 2019.4.18.선고 2018나52825 판결

1. The part of the decision of the court of first instance regarding the agenda items No. 2, the case No. 3, and the confirmation of invalidity as to the agenda items No. 4 shall be revoked among the decision of the court of first instance rendered on November 21, 2016.

2. Of the instant lawsuits, the Defendant’s lawsuit to nullify the invalidity of the C’s audit portion of the Special General Meeting Resolution No. 4, adopted on November 21, 2016, shall be dismissed.

3. The Defendant confirms that the audit D portion among the agenda items Nos. 2, 3, and 4 adopted by the Defendant on November 21, 2016 is null and void.

4. 10% of the total costs of the lawsuit shall be borne by the Plaintiff, and the remainder by the Defendant, respectively.

Purport of claim and appeal

The judgment of the first instance court shall be revoked. The defendant confirms that the part concerning the agenda items 2, 3, and 4 among the resolution of the special general meeting adopted on November 21, 2016 is invalid.

Reasons

1. Scope of the judgment of this court;

A. The Plaintiff sought confirmation of invalidity of the Defendant’s resolution of special general meeting held on November 21, 2016 due to the instant lawsuit, and reduced the purport of the instant lawsuit seeking confirmation of invalidity of the part on subparagraphs 2 through 4 out of the said resolution on the fifth date for pleading of the court’s fifth date for pleading.

B. Therefore, the scope of this Court’s adjudication is limited to the confirmation of invalidity of the part on the agenda items of subparagraphs 2 through 4 among the resolution of the special general meeting adopted by the Defendant on November 21, 2016.

2. Basic facts

A. On September 17, 2008, the Defendant obtained authorization from the head of ○○○ on the establishment of a rearrangement project with a view to 51,305 meters, such as a neglect of bankruptcy, 840 meters in Nam-gu, Busan E-gu.

B. On October 22, 2016, the Defendant publicly announced the opening of the “Special General Meeting of November 21, 2016,” and on October 31, 2016, the election commission passed a resolution with respect to the “the method of selecting public relations personnel and the consultation on the timing of entering an election management regulations” as follows.

The number of public relations personnel required for the general meeting members is 10 to 12, so up to 12 persons shall be selected.

shall be the date and time after November 7, in which the materials of the general meeting are sent.

C. On November 3, 2016, the Defendant entered into a service contract with F and “the draft of written resolution for extraordinary general meetings” setting the service period as “from November 7, 2016 to November 21, 2016 (by November 21, 2016).”

D. On November 7, 2016, the Defendant sent an extraordinary general meeting document to be held on November 21, 2016, including the envelope of the written resolution written by the Plaintiff, etc., (see, e.g., evidence Nos. 5, 5, 2, 2, 2, 2, 3, 4, 4, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5, 5

1 Influorce 1

If there is no written resolution, a general meeting shall prepare a written resolution.

Postal items shall be put up or produced to the beginning of the month.

A person shall be appointed.

E. In an extraordinary meeting on November 21, 2016, the Defendant decided that ① among the 463 members, including the Plaintiff, at the time, 15 members, 275 members (213 members, 47 members, who participated in the meeting after submitting a written resolution, 213 members, and 47 members) who participated in the meeting to submit a written resolution of the Republic of Korea, among the 463 members, including the Plaintiff, were elected to the head of G, H, J, K, L, M, D, and C (hereinafter referred to as the “resolution of this case”).

F. After completing the special general meeting of November 21, 2016, the Defendant: (a) made a written resolution from 260 members of a cooperative by stating “mail”, “OS receipt”, “mail, direct reference”, “OS receipt and direct reference”; and (b) made a written receipt register (No. 182) of the written resolution (No. 183, Chapter 183, Chapter 4, and subparagraph 73) by classifying the members of the cooperative by visiting the members of the cooperative and receiving a written resolution from them; and (c) preparing a written document receipt register (No. 173) by classifying them from the members of the cooperative (No. 9 pages), from November 11, 2016 and November 14, 2016 to November 20, 2016.

A person shall be appointed.

G. Of the written resolutions classified by the Defendant as submitted by the number of union members and the number of union members present at the above special meeting, the written resolutions that the Defendant recognizes as invalid among the above written resolutions, the written resolutions that the Defendant did not have the head of the post office date among the written resolutions classified as submitted by mail are as listed below, and the specific details are as follows:

A person shall be appointed.

1) The minutes (No. 6) prepared by the Defendant concerning the extraordinary general meeting on November 21, 2016 consisting of the minutes (No. 6), the names of participants (No. 7) and the receipt ledger (No. 17). ① The number of members to be submitted to the written resolution shall be the number of persons indicated in the above list, "post receipt (name)", "direct receipt (name)", and "receiving (name)" of public relations personnel"; ② the number of members present at the said special meeting among the members who submitted the written resolution shall be the number of persons indicated in the column; ② the number of members present at the said special meeting shall be the number of persons indicated in the column; ② the number of members present at the meeting shall be the number of persons representing the relevant column, and ③ the number of members present at the said special meeting without submitting the written resolution.

2) In the briefs dated March 14, 2018 and the briefs dated March 28, 2018, the defendant's "(name), "direct receipt (name)," "direct receipt (name)," "receiving (name)," and "on-site (name)" of each "on-site" of the above list is recognized as invalid submission and attendance.

3) On November 21, 2016, the number of union members present at the extraordinary general meeting of the person from November 21, 2016, according to the Defendant’s aggregation, (1) the number of union members present at the meeting by submitting a written resolution (1) shall be 123 by mail receipt (182) - 21 (21) - 38 (1) by mail receipt), (4) direct receipt (6 (1) by one (1) - 1 (1) by one (62) by the public relations personnel of the Republic of Korea, and (2) the number of union members present at the direct meeting shall be 61 (38 + 1 + 15 - 1) by one (1) by one (1).

4) Of Chapter 123 of the written resolution, which the Defendant classified as the receipt by the mail of the extraordinary general meeting of November 21, 2016, the envelope without the seat of the seat of the seat of the seat of the seat of the seat of the seat of the seat of the seat of the seat of the seat of the seat of the seat of the seat of the seat of the seat of the seat of the seat of the seat of the seat of the seat of the seat of the seat of the seat of the seat of the seat of the seat of the seat of 13 members

H. The articles of incorporation and election management regulations of the defendant are as follows.

1) Articles of incorporation

· Article 15 (Executives)

(1) Each cooperative shall have the following persons:

1. One head of the partnership;

2. Five directors; and

3. Not more than two auditors.

(2) Executives of an association shall attend a general meeting and obtain consent of a majority of partners present.

In any of the following cases, a member shall be appointed from among the members:

(3) The term of office of an executive shall be two years after appointment, and he/she shall be reappointed following a resolution at a general

the corporation.

(5) An executive whose term expires shall perform his/her duties until his/her successor is selected and appointed.

• Article 22 (Resolution of General Meeting)

(1) A general meeting shall be present at the general meeting of members, except as otherwise prescribed by the Act or the articles of incorporation

a meeting, and any decision shall be made with the majority of the members present.

(2) Members of a cooperative shall vote in writing or through an agent falling under any subparagraph of Article 10 (2).

subsection (1) and (2). In the case of a written event,

This paper is with attendance and origin.

(3) If a cooperative member attends a meeting in writing under paragraph (2), the details of agenda items.

The intention shall be expressed and the partnership shall be arrived at by the day before the general meeting.

(2) Election Management Regulations

A) Legislative Election Management Regulations

• Article 1 (Purpose)

The provisions of this Regulation shall apply to the Urban Planning and Improvement of Urban Areas and Dwelling Conditions for Residents

(or articles of association) as prescribed by the Regulations of the Ministry of Trade, Industry and Energy, the head of the partnership and the auditor, directors and representatives

The purpose of this Act is to provide methods and procedures for the due election.

• Article 2 (Application)

This Regulation shall apply to elections in which members are directly and indirectly elected.

• Article 21 (Voting Method)

(1) Identification of the electoral register and voters shall be verified prior to voting.

(2) The mark shall be put in the column of the mark, name and mark of candidate with the mark on the ballot paper.

Recognizing effective.

(3) A person who attends a general meeting shall vote directly, and a person who does not attend the general meeting shall vote in writing, and shall vote in writing.

The Si shall put a mark on the paper voting paper (resolution) sent by the front line, and then send or designate the mark.

A vote may be cast at a polling station on the date of vote (Provided, That the confirmation of a person who votes in writing and the encouragement of voting shall be made);

agency may employ the professional personnel for such purpose.

(4) The voting book in writing on the ballot paper shall be sent from the date of dispatch to the day immediately preceding the inaugural general meeting.

The arrival at the office shall be valid.

B) Election management regulations amended on August 20, 201 at the ordinary meeting on August 20, 201

• Article 21 (Voting Method)

(3) A person who attends a general meeting shall vote directly, and a person who does not attend the general meeting shall vote in writing, and shall vote in writing.

The Si shall put a mark on the written voting paper (resolution) sent by the front line, and then send a mailing or direct visit.

may be submitted (Provided, That the confirmation of voters in writing, the method of voting tickets, and the securing of the general meeting members

(4) The voting book in writing on the ballot paper shall be sent from the date of dispatch to the day immediately preceding the inaugural general meeting.

The arrival at the office shall be valid.

[Reasons for Recognition] without dispute, Gap evidence 1 to Gap evidence 3, Gap evidence 8, Eul evidence 9 to 154, Eul evidence 5 to 182, Eul evidence 5 to 22, Eul evidence 20 to 22, Eul evidence 20 to 22, each fact inquiry result to the head of ○○○○ in the court of first instance, and all pleadings.

3. Whether the instant lawsuit against the audit portion C, among the agenda items No. 4 of the instant resolution, is lawful

A. The plaintiff's assertion

Among the written resolutions classified as the Defendant’s attending an extraordinary general meeting on November 21, 2016, a written resolution in which the delivery of promotion personnel is received and a written resolution in which no post office is issued among postal receipt is invalid. Of the instant resolutions No. 4, the audit portion among the instant resolutions No. 3 is invalid because it fails to meet the requirements for attendance of the majority of the composition members prescribed in Article 22(1) of the Articles of Incorporation.

B. Determination

1) According to the overall purport of Eul evidence Nos. 9 and Eul evidence Nos. 25 (see, e.g., 29, 33), and the entire purport of pleadings, the defendant applied for authorization to the head of ○○○ on February 10, 2017 for authorization on the resolution of the instant case, but did not obtain authorization on the ground that the part as to the auditor C of the instant agenda item No. 4 was null and void. The defendant accepted it and accepted it, and the fact that 283 of the members as of July 22, 2017 attended directly at the above general meeting and elected C is recognized.

2) According to the above facts, the defendant may be deemed to have made a new resolution selecting C as an auditor at the ordinary meeting on July 22, 2017. Therefore, even if the part concerning Audit C of the instant resolution No. 4 is null and void, barring any special circumstance, such as where a resolution that elected C as an auditor at the ordinary meeting of July 22, 2017 is deemed null and void due to a defect or where the resolution is deemed null and void or where the resolution is revoked, seeking confirmation of invalidation as to C of the instant resolution No. 4 is merely seeking confirmation of legal relationship or legal relationship (see Supreme Court Decision 2001Da6479, Sept. 26, 2003).

3) However, there is no evidence to acknowledge that there are such special circumstances as seen above to seek nullification confirmation as to the audit portion C of the instant resolution No. 4, and the lawsuit for confirmation of invalidity as to the audit portion C of the instant resolution among the instant lawsuit is unlawful.

4. The sales board of the agenda items No. 2, the agenda items No. 3, and the agenda items No. 4 of the Resolution No. 4

A. The plaintiff's assertion

Of the written resolutions classified as the Defendant’s attendance at an extraordinary general meeting of November 21, 2016, a written resolution in receipt of a public relations personnel’s delivery and a written resolution in receipt of mail, which has no post office date, shall be null and void as it fails to comply with Article 21(3) of the Election Management Regulations of the ordinary meeting on August 20, 201 and Article 22(3) of the Articles of Incorporation.

Therefore, the audit D portion among the agenda items 2, 3, and 4 of the instant resolution is null and void because it does not meet the requirements for a majority of the members under Article 22(1) of the Articles of Incorporation.

B. Determination

1) As to 62 copies of a written resolution for delivery of promotional personnel

A) First of all, the written resolution that the Defendant had a public relations personnel visit a cooperative member and received from the public relations personnel to the Defendant, which the Defendant received from the cooperative member, shall be deemed to have violated Article 21(3) of the Election Management Regulations of the ordinary general meeting on August 20, 201 as follows.

(1) On August 20, 2011, Article 21(3) of the Revised Election Management Regulations of the ordinary meeting provides that the person attending the general meeting shall vote by means of a direct vote, a person who is not a member of the general meeting, and a person who is not a member of the general meeting shall vote in writing, and the method of a written vote shall be defined as a “mail” or “direct visit submission.”

(2) On August 20, 201, Article 21(3) of the Election Management Regulations (amended by Presidential Decree No. 21(3) of the Act on the Election of the ordinary assembly on August 20, 201 refers to: (a) sending a written resolution in an envelope attached to which the Defendant sent a cooperative member; and (b) “direct visit” refers to the submission of a written resolution by a cooperative member to “direct visit” and “direct visit”.

(3) The purpose of this is to recognize only mail mail, direct visit, and prohibit the submission of ballot papers through a third party, such as public relations personnel, by abusing a written resolution system, such as inducing support for a specific candidate and inducing a written resolution.

(4) The submission of a written resolution is an important factor that determines the quorum and the quorum of the general meeting. There is no provision that “a partner may deliver a written resolution to the public relations personnel and receive it to the Defendant” under the Articles of Incorporation and the amended Election Management Regulations of the general meeting on August 20, 201.

(5) Rather, Article 21(3) of the Election Management Regulations provides that “Any expert may be employed to verify voters in writing and to encourage them to vote,” and Article 21(3) of the Election Management Regulations amended at the ordinary meeting on August 20, 201 provides that “Any expert may be employed to verify voters in writing, to vote methods, and to secure the general meeting members.” Thus, Article 21(3) of the Election Management Regulations before and after the amendment provides that “The grounds for the Defendant to employ a professional (public relations personnel) and the scope of duties of public relations personnel.”

(6) Even in cases where the book of the ordinary general meeting (No. 20) and stenographic records (No. 21, No. 18, and No. 26, respectively) on August 20, 2011 are followed, the Defendant did not explain that “in amending Article 21(3) of the Revised Election Management Rules at the time of the ordinary general meeting on August 20, 201, Article 21(3) of the Revised Election Management Rules to Article 21(3) of the Revised Election Management Rules of the ordinary general meeting on August 20, 2011, members may employ experts to confirm the voters and secure the general meeting members” in Article 21(3) of the Revised Election Management Rules of the ordinary general meeting, the phrase “a member may deliver a written resolution to a public relations personnel to receive public relations personnel.”

(7) Although the Defendant entered into a contract for public relations personnel services on November 3, 2016, he/she only prepared a written resolution and notified “in a case where he/she attends an extraordinary general meeting on November 7, 2016, in writing, on November 21, 2016.”

(8) The written resolution used at the extraordinary general meeting of November 21, 2016 consists of two pages, and the record on the agenda under subparagraphs 2 through 4, which is the subject of the instant resolution, shall be given to the two pages of the written resolution without any marking of the union members. However, according to the fact inquiry conducted by the court of first instance on July 24, 2017, the first and second pages of the written resolution used at the extraordinary general meeting of November 21, 2016 are all stolen, and it is impossible to find that the two pages of the written resolution sent by the public relations personnel were all different. Thus, it cannot be readily concluded that the second page of the written resolution, which is currently submitted, is the second page of the written resolution.

(9) In other words, the Defendant’s receipt of a written resolution from a public relations personnel to the Defendant by having the public relations personnel visit a cooperative member on the basis of a written resolution from the cooperative member does not fall under ① “mail” or “direct visit” under Article 21(3) of the Revised Election Management Regulations of the ordinary general meeting on August 20, 201, and ② Red Cross personnel, who have difficulty in securing the role or fairness of activities in the process of receiving a written resolution from a cooperative member, are also likely to have affected the decision-making of the cooperative member by directly face face face-to-face face with the cooperative member. ③ The written resolution received by the public relations personnel to the Defendant, which the public relations personnel received from the Defendant, shall not be allowed since the written resolution by the public relations personnel did not have the secondary legitimacy of the written resolution that the members submitted

B) In addition, the Defendant’s written resolution that had a public relations personnel visit a cooperative member and the public relations personnel received from a cooperative member and received from the Defendant, shall be deemed to have not complied with Article 22(3) of the Articles of Incorporation for the following reasons.

(1) According to Article 22(2) and (3) of the enacted Articles of Incorporation, a member may attend a general meeting by submitting a written resolution, and a written resolution shall arrive at the union by the day before the general meeting.

(2) A list of participants (No. 7), a list of participants (No. 16) and a list of participants (No. 17) (No. 17), and a ledger of receipt (No. 17) are documents with an high-priced level, and each of the above documents alone cannot be deemed to have been submitted by November 20, 2016, the 62th written resolution of receipt of public relations personnel by November 21, 2016, prior to the extraordinary general meeting, and there is no charge to recognize that the above Chapter 62 was submitted by November 20, 2016, prior to the extraordinary general meeting.

(3) According to the public relations personnel service agreement entered into with F, the service period for the service of the letter of written resolution is "before the general meeting is held on November 21, 2016." Even if it is based on the receipt ledger (Evidence B No. 17), a written resolution received on November 18, 2016 has not reached 221 copies (mail receipt 176 copies, direct receipt 3 copies, public relations personnel 42 copies), which are the majority of its members, and it has not reached 232 copies, which are classified as a written resolution for delivery of Sundays public relations personnel on November 19, 2016 and November 20, 2016.

C) As to this, the Defendant asserts that the claim by the J was dismissed as it rejected the claim that the written resolution for receipt of public relations personnel’s delivery was null and void in the Busan High Court case 2013Na485, which the J filed against the Defendant, and thus, the Plaintiff’s claim that the written resolution for receipt of public relations personnel’s delivery is null and void is contrary to the printing power of the above final and conclusive judgment.

On the other hand, res judicata of a final and conclusive judgment extends to all the means of attack and defense in a lawsuit between the same parties, in which the parties have asserted or could have claimed (see Supreme Court Decision 91Da24847, 24854, Oct. 27, 1992).

However, even according to the defendant's assertion, the plaintiff is not a party to the above final judgment, and the defendant's above assertion that the res judicata effect of the above decision is premised on the plaintiff's non-influence is without merit.

2) As to Chapter 12 of the letter of resolution for acceptance by mail with no post office date

A) Comprehensively taking account of the following facts revealed by the facts acknowledged earlier, a letter of the written resolution for acceptance of letter by the Defendant did not comply with Article 22(2) and (3) of the enacted Articles of Incorporation, which was the 12th letter of the written resolution for receipt of letter, without the post office date classified as the post office date present at the extraordinary general meeting of November 21, 2016.

(1) No 12 copies of a written resolution for acceptance of postal services without a post office date may be deemed to have sent the relevant written resolution to the Defendant because the post office date is not affixed with the post office date.

(2) As seen earlier, each of the descriptions in the list of participants (No. 7), the list of participants (No. 16), and the receipt counter (No. 17) cannot be deemed to have been submitted to the Defendant by 12 head of the letter of acceptance of postal service, without the post office’s date, by November 20, 2016, and there is no other evidence that the above 12 head of the 12 head of the 12 head of the 12 head submitted to the Defendant by November 20, 2016.

B) As to this, the Defendant asserts that 12 copies of the written receipt of postal service, without the post office date, were received by the public relations personnel and received by the Defendant, and that 12 copies of the written receipt of postal service, without the head of the post office date, were valid.

The defendant's assertion is without merit because the above 12 Chapter 12 was received from the defendant until November 20, 2016, even if the family publicity personnel received 12 copies of the letter of receipt of mail without post office date from the relevant union members.

3) Sub-determination

A) Ultimately, the Chapter 74 (Chapter 62 + 12) out of the written resolution classified as the Defendant’s attendance at an extraordinary general meeting of November 21, 2016 is null and void. As such, the special meeting of November 21, 2016 is deemed null and void. ① Members present at an extraordinary general meeting of November 21, 2016 are ① 111 persons in receipt of mail (number 123 - 12), ④ 4 persons directly received the Maritime Affairs and Trade, ② 176 persons in total (number 11 + 4 + 61).

B) Therefore, since an extraordinary general meeting of November 21, 2016 did not satisfy a majority of 232 (463 or 462) of the union members stipulated in Article 22(1) of the Articles of Incorporation, among the agenda items No. 2, and items No. 3 and 4 of the instant resolution, the audit D portion among the agenda items is null and void, and there is a benefit to seek confirmation from the Plaintiff insofar as the Defendant contests this.

5. Determination as to the Defendant’s assertion that the instant lawsuit is unlawful due to the lack of the requirements for protection of rights

A. The defendant's assertion

1) On December 1, 2018, the Defendant made a decision to ratification the instant resolution at an extraordinary general meeting of the parties to the instant case as the agenda item 3 at an extraordinary general meeting of the parties.

2) On July 22, 2017, the Defendant amended the articles of association at the ordinary meeting. On September 21, 2017, the board of representatives amended the regulations on election management under the amended articles of association at the ordinary meeting on July 22, 2017, and on December 1, 2018, the articles of association amended on July 22, 2017 at the ordinary meeting on July 22, 2017 and on September 21, 2017, the board of representatives elected the president of the partnership, directors, and auditors on the agenda items 5 through 7 of the amended articles of association.

3) The term of office of the president, director, and auditor of the partnership elected by the instant resolution was determined on November 20, 2018.

4) Therefore, seeking confirmation of invalidation regarding the agenda items 2 through 4 of the instant resolution is seeking confirmation of invalidation regarding past legal relations, and thus, the Plaintiff’s lawsuit in this case is unlawful as there is no benefit of confirmation due to lack of the requirements in the title of rights.

(b) Fact of recognition;

1) On July 22, 2017, the Defendant decided that Article 15(1)2 of the Articles of Incorporation was amended as follows, and Article 25(1)6 of the Articles of Incorporation was newly established as to the cases of modification of the Articles of Incorporation, as stated below, among the 459 union members, including the Plaintiff, as of July 22, 2017:

• Article 15 (Officers)

(1) A cooperative shall have the following executives:

2. Not more than six directors;

•Article 25 (Matters to be Resolved by Board of Representatives)

(1) The board of representatives shall decide the following matters:

6. Enactment and amendment of the Election Management Regulations.

2) On September 21, 2017, the Defendant, at the board of representatives on July 22, 2017, amended Article 21 of the Election Management Regulations pursuant to Article 25(1)6 of the amended Articles of Incorporation, as follows:

• Article 21 (Voting Method)

(2) A decision on invalidity of voting shall be made by an election commission.

(3) A meeting attendance at a general meeting may be held directly and held in writing, and a written resolution shall be sent by mail after recording it.

(or to the public relations personnel) may submit a delivery or direct visit.

(4) The vote in writing shall take effect when arriving at an election commission office by the day before the general meeting.

Recognition.

3) On December 1, 2018, the Defendant decided that ① the number of union members, including the Plaintiff, among the 460 union members (including the Plaintiff, 339 union members) among the 460 union members, ① ratification of the resolution of the special general meeting on November 21, 2016, ② the case of the election of the president of the association No. 5, the case of the election of the directors No. 6, and the case of the election of the auditors No. 7, the resolution of the special general meeting on November 21, 2016 is ratified, and ④ G was elected by the president of the association, K, M,O, P, H, Q, and Q in this case, R, and D.

[Reasons for Recognition] Facts without dispute, Eul evidence No. 24, Eul evidence No. 25, Eul evidence No. 27-1, Eul evidence No. 28, Eul evidence No. 34, Eul evidence No. 39 and the purport of the whole pleadings

C. Determination

1) The portion of the resolution on an extraordinary general meeting No. 3 of December 1, 2018

A) According to Article 22 of the Articles of Incorporation, a general meeting shall be held with attendance of a majority of the members, and shall pass a resolution with the consent of the majority of the members present at the meeting. Members shall be entitled to exercise their voting rights in writing, and voting rights shall be exercised in writing, and shall be deemed attendance at the meeting, and shall be deemed to have arrived at the meeting in writing

B) At the time of the special general meeting of December 1, 2018, the Defendant recognized that 17 members from among 460 members were present at the site, and that 313 members from among those who exercised their voting rights in writing were present at the said general meeting.

In other words, the written voting receipt register (No. 40 evidence) is indicated as ① ① 79 mail receipt members, ② 219 persons who receive mail receipt 2, ② 12 persons who receive mail receipt 2 and 2 persons who receive public relations personnel of the Republic of Korea, ② among them, the number of members who directly participate in the case is indicated as ① 77 persons receive mail, ④ 217 persons who receive public relations personnel, and ② 313 persons (7 persons + 217 persons + 19) in total as 19 persons directly receive public relations personnel.

C) However, comprehensively taking account of the following circumstances, the written voting receipt receipt book (No. 40) alone cannot be deemed as having arrived at the Defendant by November 30, 2018, which was the day preceding the above extraordinary general meeting by the head of 217 letter of a written resolution in receipt of a public relations personnel’s delivery, and there is no other evidence to acknowledge it otherwise.

(1) In the envelope 217 (No. 22) that the letter of receipt of the public relations personnel delivery document 217 pages, the letter of receipt of the public relations personnel delivery document 217 page does not indicate the date received to the defendant.

(2) The receipt ledger of written voting (No. B. 40) is a list of the contents written “written reference and resolution” received by the Defendant as indicated below, and “date of receipt” is printed on November 30, 2018 in the column of “date of receipt” by November 19, 2018, and only S was written in the column of “lineline Confirmation.”

A person shall be appointed.

(3) There is no objective data (such as the signature of the union members or the receipt or receipt issued by the Defendant on the receipt ledger, etc.) that the head of 217 letter of receipt of the written voting receipt (No. B. 40) received on each receipt date stated in the column.

D) Therefore, it cannot be deemed that Chapter 217 of the written resolution for delivery of public relations personnel did not correspond to the procedures stipulated in Article 22 of the Articles of Incorporation. Therefore, it is recognized that the number of union members present at the extraordinary general meeting of December 1, 2018, among the 460 union members, ① 82 persons [17 persons + 65 persons (65 persons among 217 persons who submitted the written resolution for delivery of public relations personnel)] present at the site, ② 178 persons (2) present at the meeting of 96 members present at the written resolution (7 persons received by mail, 19 persons directly received by public relations personnel) (82 persons + 96 persons).

E) Ultimately, since the special general meeting of December 1, 2018 did not satisfy the number of members and 231 of the number of members prescribed in Article 22(1) of the Articles of Incorporation, the portion of the agenda item No. 3 out of the resolution of the special general meeting of December 1, 2018 is null and void.

2) The portion of the resolution on the agenda referred to in subparagraphs 5 through 7 at the extraordinary general meeting of December 1, 2018

A) On July 22, 2017, the part concerning the resolution to amend Article 25 of the Articles of Incorporation of the ordinary general meeting

(1) Article 15(1)2, Article 25(1)6, and Article 25(1)6 of the Articles of Incorporation amended at the ordinary meeting of July 22, 2017 by the Defendant at the ordinary meeting of July 22, 2017, pursuant to Article 21(3) of the Election Management Regulations amended by the board of representatives on September 21, 2017 pursuant to Article 25(1)6 of the Articles of Incorporation, which was amended at the ordinary meeting of July 22, 2017, is subject to Article 21(3) of the Election Management Regulations amended by the board of representatives at the ordinary meeting of July 22, 2017. Thus, first of all, the resolution on the amendment under Articles 15(1)2 and 25(1)6 of the Articles of Incorporation of the ordinary meeting of July 22, 2017 is lawful.

(2) On the other hand, in a case where a resolution to appoint an officer at the original general meeting was adopted again or re-established the above previous resolution at the general meeting held thereafter, even if the initial resolution to appoint an officer at the general meeting is null and void, the new general meeting is a general meeting convened by an officer appointed by the initial resolution to appoint an officer, and thus, the reason to be a general meeting convened by an unentitled person cannot be deemed an independent reason for invalidation. If this is deemed null and void, the first resolution to appoint an officer at the general meeting would be deemed null and void annually due to the invalidity of the initial resolution to cause confusion in legal relations and to seriously undermine legal stability. However, this legal principle does not apply to a resolution to dismiss an officer at the general meeting held again after the initial general meeting, which re-satisfys the resolution to appoint an officer at the general meeting, or re-satisfys the same contents as the resolution to appoint an officer at the general meeting (see, e.g., Supreme Court Decision 2014Da37167, Oct. 27, 2014).

(3) Therefore, as seen earlier, a resolution to amend Articles 15(1)2 and 25(1)6 of the Articles of Incorporation of the General Meeting of July 22, 2017 was adopted by the resolution of this case, which is null and void, and was adopted at the above general meeting convened by the Defendant’s president of the partnership and held by G who is not a legitimate convening authority, and thus, the resolution to amend Articles 15(1)2 and 25(1)6 of the Articles of Incorporation of the General Meeting of July 22, 2017 is null and void by itself.

B) The portion of the resolution on the agenda of subparagraphs 5 through 7 at the extraordinary general meeting of December 1, 2018

(1) As seen earlier, Articles 15(1)2 and 25(1)6 of the Articles of Incorporation amended by the Assembly on July 22, 2017 are all null and void. As such, Article 21(3) of the Election Management Regulations amended by the Board of Representatives on July 22, 2017 pursuant to Article 25(1)6 of the Articles of Incorporation amended by the Assembly on July 21, 2017 also becomes null and void. Therefore, Article 15(1)2, Article 25(1)6, and Article 21(3) of the Articles of Incorporation amended by the Assembly on July 22, 2017 is also null and void.

(2) Meanwhile, at the time of the special general meeting of December 1, 2018, the Defendant appears to be present at the site of 17 members from among 460 members, and as 313 members who exercised voting rights in writing, 65 members from among them were present at the above general meeting, and 217 members from among 313 members who exercised voting rights in writing received a written resolution for public relations personnel delivery.

As seen earlier, the written resolution received by public relations personnel on the instant resolution is null and void in violation of Article 21(3) of the Election Management Regulations amended on August 20, 201, before the board of representatives was amended on September 21, 2017, and accordingly, the number of union members present at the special general meeting held on December 1, 2018 is 178, as seen earlier, as to the resolution on the agenda item No. 3 of the special meeting as of December 1, 2018, since the resolution on the agenda item No. 5 or 7 of the special meeting as of December 1, 2018 fails to meet the quorum of the proceedings, and is also null and void.

(3) In addition, even in accordance with Article 21(3) of the Election Management Regulations of the Board of Representatives on September 21, 2017, a written resolution under Article 22(3) of the Articles of Incorporation shall arrive with the defendant by the day preceding the general meeting. As seen earlier, with respect to a resolution on the agenda item No. 3 of the special meeting of December 1, 2018, a written resolution submitted to the special meeting of December 1, 2018 cannot be deemed to have arrived with the defendant by November 30, 2018, which is the day preceding the special meeting of December 1, 2018. Thus, the resolution on the agenda item No. 5 through 7 of the special meeting of December 1, 2018 is null and void because it fails to meet the quorum.

3) Whether there is a lack of requirements for protection of rights

A) Even if the president of an association, director, and auditor was elected at the special meeting of December 1, 2018 after the instant resolution was adopted, the resolution for the election of the president, director, and auditor at the special meeting of December 1, 2018 is recognized as non-existence due to any procedural defect other than the defect of the general meeting convened by an unentitled person, and the defect of the content. Of the instant resolution, the determination that the pertinent audit of the agenda items Nos. 2, 3, and 4 is null and void has a direct relation in the determination of the current executive officer. Accordingly, the Plaintiff has legal interest in seeking confirmation of invalidity of the audit agenda items No. 2, 3, and 4 (see, e.g., Supreme Court Decision 91Da8715, Feb. 28, 1992).

B) In addition, the term of office of the president of the partnership, directors, and auditors elected by the resolution of the instant case expired on November 20, 2018, respectively, pursuant to Article 15(3) of the National Assembly Secretariat, but the term of office of the president of the partnership, directors, and auditors at the extraordinary general meeting of December 1, 2018, as seen earlier, is null and void, and the president of the partnership, directors, and auditors (D) were not elected after the resolution of the instant case. As such, the president of the partnership elected by the resolution of the instant case, directors, and auditors may continue to perform their previous duties as the president of the partnership, directors, and auditors pursuant to Article 15(5) of the Articles of Incorporation.

Therefore, in order to eliminate the performance of the duties of the president, directors, and auditors of the partnership elected by the resolution of this case, there is a legal interest in seeking nullification of the resolution of this case in order to determine the current president, directors, and auditors (see, e.g., Supreme Court Decision 97Da26142, Dec. 23, 1998).

C) Ultimately, the Defendant’s assertion that there is no legal interest in seeking confirmation of invalidity of the resolution of this case, based on the Audit D, among the agenda items No. 2, 3, and 4, is without merit.

16. Conclusion

Thus, among the plaintiff's claims, the part concerning the audit of the agenda item C of the Special General Meeting Resolution No. 4 adopted by the defendant on November 21, 2016 shall be dismissed, and the remainder of the claims shall be cited for reasons.

Since the Defendant’s judgment of the first instance court is unfair from the conclusion that the part on the confirmation of invalidity of the agenda items No. 2, 3, and 4 among the resolution of the special general meeting adopted by the Defendant on November 21, 2016, the part on the confirmation of invalidity of the agenda items No. 4 is inappropriate, the Defendant’s judgment of the first instance court dismissed the lawsuit to nullify invalidity of the C portion of the audit of the agenda items No. 4, which was adopted by the Defendant on November 21, 2016, and confirmed that the audit of the agenda items No. 2, 3, and 4, which were adopted by the Defendant on November 21, 2016, are invalid.