[1] Whether the former Credit Union Act, which does not have any provision on the method of resolution by the board of directors, can be deemed as prohibiting a resolution by the resolution method through a written resolution (negative)

[2] The case holding that "the board of directors shall be held with attendance of a majority of the registered directors, and any decision shall be made with the consent of a majority of the present directors" shall not be null and void by a written resolution

[1] The former Credit Union Act (amended by Act No. 5506 of Jan. 13, 1998) only provides for matters requiring resolution by the board of directors, but does not provide for the method of resolution by the board of directors. Thus, it cannot be deemed that the resolution by the board of directors is prohibited by the so-called written resolution method where the resolution by the board of directors is made by individually explaining the contents of the resolution by the board of directors and obtaining prior consent from the directors.

[2] The case holding that "the board of directors shall be held with attendance of a majority of the registered directors and a decision shall be made with the consent of a majority of the present directors," and it is difficult to conclude that the provisions of the articles of association of a credit union concerning the quorum and the quorum for resolution by the resolution of the board of directors by the method of so-called written resolution is not a provision prohibiting the resolution by the board of directors, and even if the above provisions are deemed to be a provision prohibiting written resolution, the restriction on the power of representation cannot be asserted against a third party unless it is registered

[1] Article 29 of the former Credit Unions Act (amended by Act No. 5506, Jan. 13, 1998; see current Article 36); Article 29 of the former Credit Unions Act (amended by Act No. 5506, Jan. 13, 1998; see current Article 36) Article 60 of the Civil Act (see current Article 36)

National Federation of Korea (Attorney Kim Jong-hoon, Counsel for defendant-appellant)

Defendant 1 and three others (Law Firm Ga, Attorney Lee Sung-chul, Counsel for the defendant-appellant)

Daegu High Court Decision 2003Na9187 delivered on November 25, 2004

The judgment below is reversed, and the case is remanded to the Daegu High Court.

1. The court below, based on the adopted evidence, concluded an agreement with the board of directors on December 20, 197 that ○○ Credit Cooperatives (hereinafter referred to as “○○ Credit Cooperatives”) did not carry out an agreement on loans from 197 to 200,000 won on December 20, 199 to 30, and concluded an agreement on loans from 40,000 won on December 19, 197 with the Plaintiff under Article 4 of the Addenda of the former Credit Union Act (amended by Act No. 5506, Jan. 13, 1998; hereinafter referred to as the “○○ Credit Union”), and concluded an agreement on loans from 9,00,000 won and 2.19,000 won and 9,000 won to 19,000 won, which were 197, to the extent that ○○ Credit Cooperatives received money from 9, the above agreement on loans from 197, 297, respectively.

Furthermore, the court below rejected the plaintiff's assertion that ○○ New Cooperatives President and working-level officers received prior consent from each of the defendants, who are directors, with sufficient explanation of the resolution of the board of directors (cases of a transaction agreement and loan resolution), and affixed seals on the meeting minutes of the board of directors prepared in advance, and thus, it should be deemed that there was a legitimate resolution of the board of directors by means of a written resolution. (Article 45) The articles of association of the ○○ New Cooperatives provide that "the resolution of the board of directors shall be held with attendance of a majority of all directors and a resolution with the consent of a majority of present directors" (Article 45), and Article 36 of the Credit Unions Act after the amendment did not provide for the resolution requirements of the board of directors. (Article 36 of the Credit Unions Act provides that "the board of directors shall convene with attendance of a majority of the directors, and the method of operation and convening the board of directors shall be determined by the articles of association." (Article 3 (3)) provides that the above articles of association may be adopted in the board of directors.

2. However, the lower court’s determination is difficult to accept.

First of all, the Credit Unions Act prior to the amendment only provides for the matters requiring a resolution of the board of directors and does not provide for the method of resolution of the board of directors, so it cannot be deemed that the resolution of the board of directors by means of a written resolution, which is made by individually explaining the contents of the resolution and obtaining consent from the directors on the matters requiring a resolution of the board of directors.

In addition, the articles of ○○ New Consultation provide that “it shall be held with attendance of a majority of the incumbent directors, and a decision shall be made with the consent of a majority of the present directors” (Article 45), but it is difficult to conclude that it is a provision prohibiting the resolution by the resolution by the resolution by a so-called written resolution because it is a general provision on the quorum and the quorum. If the above provision is viewed as a provision prohibiting the written resolution, it would be more effective to allow the Credit Union Act prior to the amendment to make a resolution by the resolution by the resolution by the resolution by the articles of association. Furthermore, it would be a provision restricting the method of the resolution by the resolution by the board of directors by the articles of association. Even in the case where the articles of association stipulate the restriction on the power of representation, it cannot be asserted against a third party unless it is registered pursuant to Article 60 of the Civil Act. There is no evidence to deem that the ○○ New Consultation was registered with respect to the restriction on the right of representation

Nevertheless, the court below judged that the credit transaction agreement in this case was null and void due to the lack of a resolution of the board of directors. Thus, the court below erred in the misapprehension of legal principles as to the resolution of board of directors under the Credit Unions Act before the amendment, and it is clear that

3. Therefore, the lower judgment is reversed, and the case is remanded to the lower court for further proceedings consistent with this Opinion. It is so decided as per Disposition by the assent of all participating Justices on the bench.

Justices Kim Young-ran (Presiding Justice)