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(영문) 전주지방법원 정읍지원 2018.07.04 2017가합2262
이사회결의무효 확인의 소
Text

1. The plaintiff's primary and conjunctive claims are all dismissed.

2. The costs of lawsuit shall be borne by the Plaintiff.

Reasons

1. Basic facts

A. The Plaintiff was elected as a candidate for the Defendant’s election for the auditor held on November 9, 2016.

B. On May 30, 2017, C, a member of the Defendant, filed a civil petition stating that “the Plaintiff was elected as an auditor, even though he/she was unable to be a candidate for audit and inspection, inasmuch as he/she was a director of an agricultural company D Limited Liability Company at the time of the audit and inspection (hereinafter “D”) and thus, in violation of Article 52 of the E Cooperatives Act and Article 116 of the Articles of incorporation of the Defendant.”

C. Accordingly, on May 31, 2017, the Defendant held the fifth board of directors to discuss “whether the Plaintiff violated the prohibition of competition” as an agenda item, and the directors present at the meeting expressed their respective opinions on the said agenda, and then, the executive branch made more efforts and decided to decide on the sixth board of directors if the petition is not resolved.

On June 30, 2017, the Defendant held the 6th board of directors on the agenda of “whether the Plaintiff violated the prohibition of competitive business” (hereinafter “the instant board of directors”), and the directors present at the instant board of directors decided to be the sole place that the Plaintiff violated the duty of prohibition of competitive business.

(hereinafter “instant resolution”). E.

On June 30, 2017, the Defendant notified the Plaintiff of the instant decision that “the invalidity of the election of the auditor was decided pursuant to Article 52 of the E Cooperatives Act and Article 116 of the Articles of Incorporation, in accordance with the instant decision that the Plaintiff violated the duty of prohibition of competitive business.”

(f) The provisions pertaining to this case in the E Cooperatives Act, the Enforcement Decree of the same Act, and the Articles of Incorporation are as follows:

[Defendant’s Articles of Incorporation] 37 (Matters to be Resolved at General Meeting) (1) The following matters shall undergo a resolution at General Meeting:

5. Election and dismissal of officers: Article 48 (Board of Directors) (8) The board of directors shall be held with the attendance of a majority of the members, and pass resolutions with the concurrence of a majority

(10) The chairperson and members present shall prepare minutes stating the progress and results of the proceedings of the board of directors.

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