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(영문) 서울서부지방법원 2017.07.13 2016가합37181
정기총회결의 유효확인의 소
Text

1. All of the plaintiffs' claims are dismissed.

2. The costs of lawsuit are assessed against the plaintiffs.

Reasons

1. Facts of recognition;

A. The defendant is an incorporated association established with the purpose of supporting the operation of welfare facilities for the aged as its members or the representative of a corporation, promoting their rights and interests, and contributing to the development of welfare for the aged. The plaintiffs are the defendants' members.

B. On February 24, 2016 and February 25, 2016, the Defendant held a J general meeting (hereinafter “instant general meeting”). On the agenda of subparagraph 5, the Defendant made a resolution to appoint 16 directors of the Defendant’s appointment as K, L, M, N,O, P, Q, R, S, and Plaintiff A, B, C, D, G, H, and I (hereinafter “instant resolution on appointment”).

C. On April 20, 2016, the Defendant held an extraordinary general meeting and resolved to the effect that the instant appointment resolution on the said 16 persons was invalid. D. Resolution was adopted to the effect that the instant appointment resolution on the said 16 persons was invalid.

However, the defendant's members, T, etc. asserted that the above resolution was null and void on April 20, 2016, and filed a lawsuit seeking confirmation of invalidity of the resolution of special general meeting (Seoul Western District Court 2016Gahap34076) and rendered a favorable judgment on April 20, 2016 on the ground that the above resolution was null and void because it failed to meet the quorum, and the above judgment became final and conclusive.

E. Meanwhile, U et al., the Defendant’s members of the instant assembly asserted that the resolution to elect the above N,O, P, S, and Plaintiff A, B, C, H, and I as additional directors other than the base date is null and void, and that the resolution was filed by the Seoul Western District Court on December 1, 2016 (Seoul Western District Court 2016Gahap37136) and the judgment was rendered in favor of the Defendant on December 1, 2016, and the said judgment became final and conclusive.

F. Of the Articles of incorporation of the Defendant and the provisions on the election of Defendant executives, the parts relating to this case are as follows:

Article 8 (Composition of Officers) of the Articles of Incorporation of the Defendant shall have the following officers:

1. The chairperson: One person;

2. Eight vice-chairpersons (including a chief vice-chairpersons);

3. Standing director: One person;

4. Director: 39 persons (including the chairperson, vice-chairperson and standing director);

5. Auditors: Two persons who are to appoint executives.

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