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(영문) 창원지방법원진주지원 2019.10.23 2018가합11346
이사회결의무효확인
Text

1. The Defendant’s resolution to appoint D, E, F, G, and H as a director at the board of directors on June 13, 2018 is invalid.

2...

Reasons

1. The facts below the basic facts are either in dispute between the parties, or acknowledged by comprehensively taking account of Gap evidence 2, 3, and 4, Eul evidence 2 and 3, witness I's testimony and the whole purport of the arguments.

A. On May 2, 2017, the Defendant is a non-profit medical corporation established under the Medical Service Act for the purpose of establishing and operating a medical institution, and the Plaintiffs are the persons who served as the Defendant’s director from the time of its establishment.

B. On June 1, 2018, the Defendant sent registered mail to four directors (Plaintiff A, Plaintiff B, K, and I), excluding J as the representative director.

Among the above items, those sent to I were returned to the absence of an addressee, but the remaining items were sent to the rest of the board of directors.

C. On June 13, 2018, the Defendant held a temporary board of directors (hereinafter “the instant board of directors”) and proceeded with the board of directors at the meetings of three (J, K, and I), excluding the Plaintiffs, among five directors of the Defendant. The said board of directors resolved to appoint D, E, F, G, and H as the Defendant’s new director.

On the other hand, the main provisions regarding the composition, convocation, resolution, etc. of the board of directors in the defendant's articles of incorporation are as shown in the attached

2. Summary of the parties' arguments

A. The resolution of the Plaintiff’s board of directors of the instant case is null and void due to a serious defect in the convening procedure as follows.

1) On June 1, 2018, the registered mail sent by the Defendant to the Plaintiffs was in blank where any content is not written, and the Defendant did not fully notify the Plaintiffs of the fact that the board of directors was held. (ii) The Defendant’s articles of incorporation stipulate that the Defendant shall give written notice of the holding of the board of directors seven days prior to the board of directors’ meeting, but the written notice to I was not delivered to the Defendant.

B. On June 1, 2018, the Defendant sent a muster notice stating the purpose, date, time, place, and agenda of the board of directors of the instant case to the directors, including the Plaintiffs, and among them.

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