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(영문) 서울중앙지방법원 2014.04.18 2013가합513108
이사회결의무효확인
Text

1. The following resolutions made by the Defendant’s board of directors are invalid:

On August 20, 2011, the Board of Directors D, E, and F.

Reasons

1. Basic facts

A. The first director and the articles of incorporation of Defendant Incorporated Foundation C (hereinafter “Defendant Incorporated Foundation”) are public interest corporations established to contribute to national and social development by implementing scholarship projects for promoting science and technology education pursuant to the Act on the Establishment and Operation of Public Interest Corporations (hereinafter “Public Interest Corporations Act”).

Shell, the plaintiffs, O, P, Q, and R were appointed as directors of the defendant foundation on February 21, 2003.

Article 22(1) of the Articles of Incorporation of the Defendant Foundation concerning the number of officers and the method of election and the quorum for resolution shall be as follows:

Article 16 (Types and Fixed Number of Officers) (1) The kinds and fixed number of officers to be placed in this corporation shall be as follows:

1. Seven directors;

2. Two auditors. (2) The directors referred to in paragraph (1) 1 shall include the chairperson.

Article 19 (Methods of Appointment of Officers) (1) Directors and auditors shall be appointed by the board of directors and shall be appointed with permission from the supervisory authority.

(2) The dismissal of an officer before his/her term of office shall be subject to permission by the supervisory authority.

Article 21 (Selection Method and Term of Office of President) (1) The chief director shall be appointed with the permission of the supervisory authority for the election of directors.

Article 26 (Quorum) (1) The board of directors shall be held with attendance of a majority of the fixed number of directors.

(2) Directors of the board of directors shall adopt resolutions with concurrent vote.

However, in cases of numbers of votes of approval, the chairperson shall determine.

Article 29 (Convocation of Board of Directors) (1) The board of directors shall convene and preside over the meeting.

(2) A director who intends to call the directors' meeting shall notify each director of the purpose of the meeting at least seven days prior to the meeting.

This provision shall not apply where all the directors meet and request to convene a meeting of the board of directors.

(b)With respect to the meeting minutes of the board of directors following the resolution at issue prior to non-existence confirmation judgment, a meeting of the board of directors is not notified to the directors at that time or not held actually by the board of directors at that time;

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