208Du1057. Invalidity of the resolution of the Operating Committee

Plaintiff 1.

Plaintiff 2.

Plaintiff 3.

주식회사 ■■

May 1, 2008

May 15, 2008

1. The defendant's resolution of the Steering Committee of December 28, 2007 that elected as the candidate for the recommendation of directors is invalid.

2. The costs of the lawsuit are assessed against the defendant.

The same shall apply to the order.

1. Basic facts

The following facts are recognized as either a dispute between the parties or a dispute between the parties, or as a whole by considering the overall purport of the pleadings in each of the evidence Nos. 1 and 2-1 and 2

A. The defendant is a company that members hold shares and operates a golf course, and the plaintiffs are its members and shareholders.

B. The defendant has a general meeting of shareholders, board of directors, and board of directors (hereinafter referred to as the "Steering Committee") as its agency, and the number of the incumbent members of the Steering Committee is 15, and the articles of incorporation relating to the appointment of directors are as follows.

Article 29 (Appointment of Directors) (1) Directors of our company shall be elected at a general meeting of shareholders by dividing full-time directors and part-time directors, but the representative directors who are specialized managers shall be elected at a general meeting of shareholders

(2) The directors shall be elected by shareholders directly (including delegation) or by vote by mail from among the members recommended by the operating committee with three million members or by the resolution of the operating committee, but the directors recommended by the operating committee shall be appointed by vote of all the directors recommended by the operating committee and by vote against the resolution: Provided, That the number of the directors recommended by the operating committee shall not exceed three of the six directors.

Article 40 (Matters Subject to Resolution, etc.) (1) The Steering Committee shall deliberate and resolve on the following matters:

(2) The operating committee shall open with attendance of a majority of the incumbent members, and pass a resolution with the consent of a majority of those present;

C. On December 28, 2007, the Seodaemun-gu Committee held a meeting to recommend two directors candidates (hereinafter referred to as the “instant meeting”). Plaintiff 1 registered the candidates for recommendation along with the labor CO and the two candidates to be appointed as directors of the Defendant, and the rest of the Plaintiffs were present as members of the steering committee.

D. At the instant meeting, the members of the 13 operating committee except CO. KimO appeared and cast two of the three candidates for each member. However, MaO, who was absent, delegated each right to vote to ******, KimO, and ****, respectively. As a result of the voting, the voting ****** * * * * * * * * * * * 13, * * * 18, * * * * * * * * * * * * * * as the recommendation candidate (hereinafter referred to as the “resolution of this case”).

2. The assertion and judgment

A. The plaintiffs' assertion

(1) The resolution of the operating committee shall be held with the attendance of a majority of the incumbent members as stipulated in Article 40 of the defendant's articles of incorporation, and shall be passed with the consent of a majority of the present members. However, the approval of the delegated voting at the meeting of this case

(B) Accordingly, the resolution of this case is null and void.

B. Defendant’s assertion

(1) On October 19, 2007, open prior to the instant resolution, the meeting attendance and resolution at the Seodaemun-gu Committee held on October 19, 2007, where it was possible to delegate authority, but it was decided to submit in advance a proxy letter. At the time of the instant meeting, the resolution was made by all participants with an understanding. (ii) The instant resolution is valid.

C. Determination

(1) Unlike the Defendant’s resolution of the general meeting of shareholders, there is no provision that a resolution of the board of directors may be delegated to a resolution of the board of directors. Therefore, in order to allow such a resolution of delegation, the amendment of the articles of association is required through the resolution of the general meeting of shareholders

(2) Therefore, the election of the candidate for the director by delegation at the instant meeting is null and void inasmuch as there are no grounds therefor or there is no other evidence to deem otherwise as it violates the articles of association.

3. Conclusion

Therefore, the plaintiffs' claim of this case is justified and it is so decided as per Disposition.

The presiding judge, the number of judges;

Judges Lee Young-young

Judges Kim Dong-hee