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(영문) 서울서부지방법원 2014.09.18 2014가합32571
이사회결의 무효확인
Text

1. The Defendant:

A. C, D, E, and F are the Defendant’s directors at a temporary board of directors held on September 16, 2013 (5th of 2013).

Reasons

1. Facts of recognition;

A. The following facts are recognized in full view of the respective descriptions and the purport of the entire arguments in Gap's 1, 2, 6, 18, 20, 21 (including branch numbers for those with serial numbers):

(1) The defendant is a social welfare foundation established pursuant to the Social Welfare Services Act for the purpose of promoting the promotion of children's welfare, such as the protection and rearing of children in need of protection.

According to the Social Welfare Services Act, a social welfare foundation shall have at least seven directors, including the representative director (Article 18(1)), fill the vacancy of a director within two months (Article 20), and where it deems it difficult to operate the foundation normally because a corporation fails to fill the vacancy of a director within the aforesaid period, the relevant Mayor/Do Governor shall, without delay, appoint an ad hoc director upon the request of an interested party or ex officio.

(Article 22-3(1). Accordingly, the defendant shall have seven directors (including one representative director) as its officers in its articles of incorporation; the board of directors shall be elected by the board of directors; the board of directors shall be convened by the representative director; the board of directors shall be convened by the board of directors in writing seven days; the board of directors shall notify each director and auditor of the convocation in writing or by wire or cellular communication; the board of directors shall be held by attendance of a majority of the directors

(2) Of the Defendant’s former seven directors (M, N,O, P, J, G, and Plaintiff), N resigned from office on May 21, 2013;O on May 30, 2013; and P on June 30, 2013, respectively.

Accordingly, on August 7, 2013, the head of Seodaemun-gu Seoul Special Metropolitan City, which performs supervisory duties over the defendant under the delegation by the Mayor of Seoul Special Metropolitan City, requested the defendant to suspend the defendant's board of directors after the provisional director's appointment. The Mayor of Seoul Special Metropolitan City appointed Q and R as temporary director in lieu of N andO's resignation and notified the defendant.

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