In case where a person who is not qualified for a resolution of the board of directors or the board of representatives of a non-corporate group has participated and voted on, the validity of such resolution;

[1] In a case where there is a defect in the part of a non-corporate company's board of directors or a non-qualified representative's resolution, if it is deemed that the defect did not affect the result of the resolution in light of all circumstances, such as the progress of the resolution and the non-qualified person's non-qualified person's voting, even if excluded, such resolution does not become null and void (in a case where the non-corporate company's resolution on the appointment of executive officers of the reconstruction association's board of representatives is not a member of the reconstruction association's board of representatives, and the non-qualified person participated and voted for the non-corporate company's resolution, the case holding that the resolution is not null and void since only the non-corporate person made an

Articles 31 and 75 of the Civil Act

Supreme Court Decision 92Da30153 Decided December 11, 1992 (Gong1993Sang, 454) Supreme Court Decision 94Da5649 Decided November 7, 1995 (Gong1995Ha, 3892) Supreme Court Decision 94Da15288 Decided November 21, 1995 (Gong196Sang, 29)

Orrheat et al.

The reconstruction association of 19 Bail apartment, 19-dong

misunderstanding and two others

Seoul High Court Decision 95Na35670 delivered on May 3, 1996

All appeals are dismissed. The costs of appeal are assessed against the plaintiffs.

We examine the grounds of appeal.

1. As to the grounds of appeal on the validity of the board of representatives’ resolution

According to the facts acknowledged by the court below, the defendant association is an organization that has been formed by 3,99 members, including the plaintiffs, for the purpose of housing construction, regardless of the change of its members, and continues to exist as an organization for the original purpose of housing construction project regardless of the change of its members, and has an organization as an organization such as holding an inaugural general meeting in the articles of association and selecting the head of the association. Thus, if there are such circumstances, the defendant association shall be deemed to be a so-called non-corporate group regardless of its name or the authorization of the head of the association. Thus, even if there are defects in the non-corporate group's participation in the resolution by the board of directors or the board of representatives, even if it excludes the proceedings and the quorum necessary for the establishment of the resolution, such resolution shall not be deemed null and void (see, e.g., Supreme Court Decisions 94Da5649, Nov. 7, 1995; 28Da1584, Nov. 15, 1995).

According to the records, 13 persons, who are not members of the resolution for the appointment of officers of the board of representatives dated November 26, 1993 of the defendant association, participated in the meeting, but they merely expressed their intent in the approval of the appointment of candidates for officers without making any remarks at the meeting, and even if they are excluded, 83 persons, among 160 persons qualified, participate in the meeting above and make a resolution for the appointment of officers with the consent of all participants, and meet the quorum necessary for the establishment of such resolution. Thus, the part of the above non-qualified persons' participation in the above board of representatives does not affect the result of the above resolution. Thus, the above resolution of the board of representatives cannot be deemed null and void.

In addition, according to the records, the non-party 1 among the screening members designated by the president of the above board of representatives is not a member of the association, but the screening members merely recommended the candidates for the executives rather than elected the officers of the defendant association, and whether to appoint the recommended officers shall exclusively have taken the vote of the representatives of the defendant association. Thus, the above board of representatives shall not be deemed null and void a resolution to appoint the officers of the above board of representatives on the ground that one of the screening members for recommending the executives is not a member of the defendant association.

The judgment of the court below to the same purport is just and there is no error in the misapprehension of legal principles as the theory of lawsuit. The argument is without merit.

2. As to the grounds of appeal on the invalidity of design and supervision service contracts

The fact that the design and supervision services contract concluded on September 25, 1993 by the apartment reconstruction promotion committee of 19 units, which is the telegraph of the defendant association, concluded on September 25, 1993, which is the transfer of the establishment of the association, is null and void cannot be a legitimate ground for appeal as the plaintiffs' claim or a new assertion

Since Article 43 of the Addenda to the articles of association of the defendant association, which is the result of ratification of the above design and supervision service contract after the fact, is null and void, the resolution of the establishment of the articles of association made at the inaugural general meeting of the defendant association as of November 6, 1993 is null and void, and the court below erred in the misapprehension of legal principles by misunderstanding legal principles as to the validity of such resolution, it cannot be viewed that the transitional provision is unlawful in light of the fact that the reconstruction promotion committee is a voluntary organization for the purpose of establishing the reconstruction association, and that the purpose of which the reconstruction promotion committee is to achieve its purpose and automatically extinguished organization, it cannot be deemed that the whole provision is null and void as a matter of course. However, as alleged by the plaintiffs, the decision of the general meeting of the members of the defendant association as well as the selection of the designer of the design and supervisor of the rebuilding association is important, and even if the above transitional provision can be arbitrarily selected and ratified by the transitional provision, it does not constitute an unlawful interpretation of the articles of association as to the whole provision of association of the defendant association.

3. Therefore, all appeals are dismissed, and the costs of appeal are assessed against the losing party. It is so decided as per Disposition by the assent of all participating Justices on the bench.

Justices Lee Yong-hun (Presiding Justice)