1. The defendant's appeal is dismissed.

2. The costs of appeal shall be borne by the Defendant.

Purport of claim and appeal

1..

1. The plaintiff asserts that since C was not appointed as a director or representative at a legitimate general meeting after his resignation or expiration of his term of office, the granting of the right of attorney at the appellate court of this case made in the status of representative director C is null and void, and the appeal of this case made by the defendant, a non-authorized representative, also becomes null and void.

However, the appeal of this case is obvious in the records that the defendant directly filed.

Meanwhile, according to the overall purport of evidence No. 15-2, evidence No. 15-2, evidence No. 6, and evidence No. 8 (including serial numbers; hereinafter the same shall apply) and the entire pleadings, C has withdrawn from the Defendant’s inside director and representative director on October 27, 2015. G, the only director of the Defendant, held a temporary general meeting of shareholders for the appointment of inside director and representative director on November 25, 2015 (see Article 383(1) and (4) of the Commercial Act), and C is recognized to have been appointed as the Defendant’s inside director and representative director with the consent of all shareholders at the above temporary general meeting of shareholders.

Therefore, the instant appeal filed by C on November 22, 2016 on behalf of the Defendant is lawful.

The Plaintiff asserted that the temporary general meeting of shareholders held on November 25, 2015 by the Defendant, who appointed C as the representative director, is unlawful because it did not comply with the convocation notice or without the resolution of the board of directors. However, if a resolution of the general meeting of shareholders convened by the legitimate convening authority was adopted, the convocation notice was without the resolution of the board of directors, and even if it did not comply with the statutory convocation notice in writing, the defect in the procedure of convening the general meeting of shareholders is merely a mere reason for revocation

As such, a resolution that can be revoked is valid unless it is revoked by a lawsuit filed within the statutory period (see Supreme Court Decision 86Meu553, Apr. 28, 1987). Thus, even if the above general meeting of shareholders is held, the procedure alleged by the Plaintiff is in place.