Whether a member who has submitted only a blank delegation letter not stating the mandatory may be deemed to have attended the meeting of the community credit cooperatives (negative)

Even if the exercise of voting rights by proxy at a general meeting pursuant to the articles of association of the Community Credit Cooperatives Act and the relevant credit cooperative, in light of the provisions of the Community Credit Cooperatives Act and the articles of association, the number of other members who can act as proxy by one of the members shall be stated in the power of proxy. In this case, when considering the provisions of the Community Credit Cooperatives Act and the articles of association, etc., where one of the members is limited to not more than two persons, whether a proxy shall exercise voting rights by proxy shall be supplemented and determined before the general meeting is held. Furthermore, if a delegated member appears to be present at the general meeting, he/she shall actually attend the general meeting even if the delegated member does not exercise voting rights, etc., and it cannot be deemed that the person who submitted

Articles 8(7) and 12 of the Community Credit Cooperatives Act

Plaintiff

Myeon wood 6 and 8 Saemaul Bank (Law Firm Shin & Yang, Attorneys Lee Dong-hwan et al., Counsel for the defendant-appellant)

Seoul District Court Decision 97Na12227 delivered on September 5, 1997

1. The plaintiff's claim is dismissed.

2. Litigation costs shall be borne by the plaintiff.

The judgment of the court below that the defendant shall pay to the plaintiff 20,099,096 won with 25% interest per annum from the day following the service of a copy of the complaint of this case to the day of full payment.

1. The following facts are facts that there is no dispute between the parties, or facts are recognized by taking into account the whole purport of pleadings in the statements in Gap evidence 1 (the Saemaul Depository's articles of incorporation), Gap evidence 2 (the officers' remuneration and reimbursement of actual expenses), Gap evidence 3 (the minutes of the 12 general meeting, Eul evidence 1; the same shall apply to the minutes of the 13 general meeting, Eul evidence 4 (the same shall apply to the minutes of the 13 general meeting, Eul evidence 2-1), Gap evidence 5 (the same shall apply to the minutes of the 2 general meeting, Eul evidence 3), Eul evidence 2-2 (the officer election record).

A. The defendant is a community credit cooperative established pursuant to the Community Credit Cooperatives Act, and the plaintiff is working as the chief director of the defendant's credit cooperative after January 31, 1985.

B. In accordance with Article 17(3) of the Community Credit Cooperatives Act (Act No. 4152, Dec. 30, 1989) and Article 12 of the Enforcement Decree of the same Act, the Defendant appointed a full-time executive from among the full-time executive officers as a full-time executive officer, and the general assembly appointed a full-time executive officer from among the full-time executive officers at the 12th general meeting held on February 10, 1990, pursuant to Article 58(4) of the Articles of Incorporation.

C. On February 9, 191, the 13th regular meeting of the Defendant’s credit cooperative held on February 9, 1991 (hereinafter “the 13th regular meeting”) newly elected all the officers, such as the Plaintiff’s re-electing the Plaintiff as the chief director, and delegated the board of directors with the right to decide who would be a full-time officer among the newly organized officers, pursuant to Article 16(3)5 of the Community Credit Cooperatives Act. Accordingly, the 2nd regular meeting of the Defendant’s credit cooperative held on February 1

D. Article 11 of the Regulations on the Remuneration and Compensation for Actual Expenses of Defendant’s Treasury provides that when a full-time executive has retired for at least one year, his/her term of service shall be multiplied by the average remuneration at the time of his/her retirement (the amount calculated by dividing the total remuneration paid to the relevant full-time executive by 365/4 during the three months prior to the date on which the grounds for the payment of retirement benefits arise, by 365/12), and then the amount calculated by multiplying the number of years of service

2. According to the above facts, the defendant shall pay the plaintiff the retirement benefits corresponding to the period of his/her service as a full-time executive under the above provisions, except in extenuating circumstances.

3. However, he/she may, however, exercise his/her voting right and right to vote on behalf of another member under the articles of incorporation of the defendant's credit cooperative, Eul evidence 5, Eul evidence 6, Eul evidence 7-1 through 12, Eul evidence 8-1, Eul evidence 9-2 (Indication and Contents of the 12th ordinary general meeting), Eul evidence 9-1, 2 (Indication and Contents of the 13th general meeting), and all the arguments set forth in subparagraph 1 above, and the testimony of the non-party. In full view of the above facts, a member under the articles of incorporation of the defendant credit cooperative may exercise his/her voting right and right to vote on behalf of the non-party, if he/she appears at the 2nd general meeting (Article 10 (2)), a person who has been present at the 3rd general meeting without stating his/her voting right to vote on behalf of other members; a person who has been present at the 2nd general meeting shall not be present at the 4th general meeting; a person who has been present at the 2nd general meeting; a person who has been present at the 3 fourth general meeting;

4. Even if the exercise of voting rights by proxy at the general meeting of the National Assembly pursuant to the articles of association of the Community Credit Cooperatives Act and the defendant credit cooperatives, the power of attorney shall be stated as proxy, and even in the case of delegation in blank, which member shall exercise voting rights by proxy, shall be supplemented and determined before the general meeting is held. Furthermore, even if a member who delegated voting rights appears to be present at the general meeting, he/she shall be present at least at the general meeting, and even if such member does not exercise voting rights delegated by him/her, he/she shall be present at least at the general meeting. Thus, it is apparent that the number of the members present at the 12th general meeting is not in light of the purport of Article 8(7) of the Community Credit Cooperatives Act and Article 10(2) and (3) of the Articles of association of the defendant credit cooperatives. Ultimately, the number of the members present at the 12th general meeting is not more than the number set forth in Article 12(1) of the Community Credit Cooperatives Act (a quorum 1,7732 and a small number below 2636,1486).27.

5. The plaintiff asserts in sequence as follows.

A. In each of the above general meetings, the Plaintiff approved the report of accounts of the previous fiscal year as well as the appointment of officers or full-time officers, and decided on the business plan and budget of the new fiscal year. The Defendant asserted that the validity of the resolution on appointment of full-time officers or officers related to the Plaintiff is contrary to the good faith principle, without examining the validity of the resolution on other matters. However, the Plaintiff’s assertion does not violate the good faith principle by transferring only a part of the several resolutions made at the same general meeting. Thus, the Plaintiff’s assertion is without merit.

B. A family affairs general meeting’s argument that the Defendant’s assertion of invalidation without filing a lawsuit to confirm the invalidity of the general meeting’s resolution, even if the procedure violates the articles of incorporation of the Community Credit Cooperatives Act or the Defendant’s Treasury, is unreasonable. However, insofar as the Defendant did not impose any restrictions on the method of disputing the validity of the general meeting’s resolution (Article 376 or 380 of the Commercial Act does not apply mutatis mutandis to the Community Credit Cooperatives Act) without filing a separate lawsuit (Article 376 or 380 of the Commercial Act). The Defendant may assert that the resolution is null

C. Since the defendant's credit cooperative ratified the payment of remuneration to the plaintiff on November 12, 1994, the defendant argued that the retirement benefits stipulated as a kind of remuneration (special remuneration) under Article 4 of the Regulations on Remuneration for Officers and Compensation for Actual Expenses should also be paid. Thus, considering the whole purport of the arguments in the above evidence No. 4-1, No. 2, No. 5 and No. 6-1, No. 4-2, No. 5, and No. 6, the defendant can not be viewed as having made a ratification of the above fact that the plaintiff's retirement benefits were not paid to the plaintiff at the expense of 67,689,00 won in total, No. 25,835,000 won in total, and each of the above statements No. 1, No. 1994-1, Dec. 14, 1994, the plaintiff's credit cooperative did not have any reason to acknowledge that the plaintiff's retirement benefits were paid at the expense of the plaintiff's credit cooperative.

6. Thus, the plaintiff's claim of this case is dismissed as it is without merit, and the costs of lawsuit are assessed against the losing party and it is so decided as per Disposition.

Judges Han Han-chul