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(영문) 서울고등법원 2017.10.24 2017나2033702
이사회결의무효확인
Text

1. Revocation of a judgment of the first instance;

2. A decision to suspend the qualification of the Defendant’s Plaintiff on December 27, 2015 on the suspension of qualifications for the last ten years against the Plaintiff.

Reasons

1. Basic facts

A. The Defendant is a subdivision that C’s descendants form for the purpose of promoting friendship and unity among its members, and the Plaintiff is a member of the Defendant’s clan.

B. On December 27, 2015, the Defendant: (a) held a board of directors on December 27, 2015, and made a resolution against the Plaintiff to “if he/she dies by the time of the general meeting, he/she shall suspend the Plaintiff’s senior status for ten (10) years if he/she did not go to go to the general meeting on February 28, 2016 (hereinafter “instant resolution”); and (b) notified the Plaintiff of the decision to suspend the Plaintiff’s membership for ten (10) years pursuant to Article 16 of the Articles of incorporation on the ground that he/she caused serious defamation and mental harm to the executives of the clan.

C. The main parts of the Defendant’s articles of incorporation are as follows.

VI.(Qualifications for Members)The members of this meeting shall be entitled to be not less than 20 years of age with C's descendants.

VII. (Members' Rights) Members of the plenary session shall be entitled to vote and be elected at a general meeting.

Article 8 (Duties of Members) The obligations of members of the Assembly shall be as follows:

1. Observance of the articles of association and regulations;

2. Awarding a meritorious prize and extra prizes to members who have contributed significantly to the development of the main sentence of Article 16, as well as to the implementation of matters to be resolved at a general meeting, extraordinary meeting, or board of directors;

If a member violates any of the following matters, he/she may be disciplined following a resolution of the board of directors:

(1) If a member interferes with defamation or business at the plenary session, he/she shall be disqualified for not more than ten years;

2. When the plenary session causes damage to property, civil or criminal liability may be imposed;

3. Where the obligation under Article 8 of the plenary session is not fulfilled (based on recognition), the fact that no dispute exists, Gap evidence 1, 2, Eul's entries in subparagraphs 1 through 4, and the purport of the whole pleadings;

2. The plaintiff's assertion and judgment

A. The Defendant’s invalidity of the resolution due to procedural defect 1 of the Plaintiff’s assertion is subject to a resolution of a general meeting, other than the board of directors, in order to punish a member to suspend qualification, and the period of suspension of qualification is not more than five years.

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