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(영문) 광주지방법원 2020.12.18 2020가합1075
이사회결의무효확인
Text

On December 12, 2019, the board of directors held by the Defendant, which held on December 12, 2019, passed a resolution to appoint directors of C and D, and held on June 18, 2020.

Reasons

In fact, the defendant, such as the status of the parties concerned, is an incorporated association established to conduct various projects to enhance the welfare and protect the rights and interests of disabled persons residing in the area of Gwangju-gu, and the plaintiff is a regular member and representative of the defendant.

The Defendant’s articles of incorporation provides that “the representatives of disabled organizations and persons who have resided in the Seoul Special Metropolitan City Fro for at least three years as regular members and contributed to the promotion of welfare of disabled persons” as Defendant’s executives (Article 13(1)), and “the chairperson, vice-chairperson, directors, and auditors of the Defendant shall be elected at a general meeting.”

(Article 14(1). On December 12, 2019, the Defendant, including the holding of the board of directors, passed a resolution to appoint C and D as a director by holding a board of directors.

The above agenda for the appointment of directors is an additional agenda for which the defendant's vice-chairperson G was requested to present, and the defendant did not comply with the convocation procedure of the board of directors prescribed in Article 28 of the defendant's articles of association (the chairperson shall notify the members of the meeting by specifying the date, time, place, purpose and agenda of the meeting at least

The above board of directors made a statement to the effect that the Defendant’s auditor “I shall compromise and raise the agenda at the meeting.” However, G made a statement to the effect that “I will give rise to an election in February of the year.” However, G made a statement to the effect that “I will abandon their duties unless I elect a branch director.”

On August 3, 2020, the Gwangju Metropolitan City Mayor filed a civil petition regarding the above resolution of the board of directors in Gwangju Metropolitan City as to the “internal disagreements, such as the organization and selection procedure of the executives of the defendant, authority, etc.” The Gwangju Metropolitan City Mayor, upon examining the affairs of the Association in accordance with the rules on the establishment and supervision of non-profit corporations under the jurisdiction of the Ministry of Health and Welfare, deems it necessary to deal with the affairs of the Association through appropriate procedures for organizing executive officers. Therefore, the general meeting is held to ensure the stable operation of the Association after determining important matters

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