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(영문) 수원지방법원 안양지원 2018.01.19 2017가합471
임시이사회결의부존재(무효)확인
Text

1. A resolution regarding “an agenda relating to the director general of the facility B” made by the Defendant in a provisional society on December 15, 2016.

Reasons

1. Basic facts

A. The defendant is a juristic person established under the Social Welfare Services Act to conduct the business of establishing and operating welfare facilities for the disabled, and the plaintiff is the defendant's director.

B. Around December 8, 2016, the representative director of the defendant issued a notice of convening the fifth provisional directors' meeting in the year 2016, stating the "case of deliberation on the proposed budget for corporations and facilities (draft)" as an agenda item, and the "case of deliberation on the proposed budget for corporations and facilities (draft)" as an agenda item, and issued a notice of convening the fifth provisional directors' meeting in the year 2016.

C. On December 15, 2016, four of the seven defendant directors (one representative director and three directors) and the fifth provisional board of directors in 2016 was held in the presence of one auditor.

(hereinafter referred to as the “temporary board of directors of this case”). In the above temporary meeting, the cases related to the director general of the facility B in the facility B (hereinafter referred to as the “instant agenda”).

(iii) the proposal was made on the agenda referred to in paragraph (c) and was approved by three affirmative votes and one vote among four participating directors.

(hereinafter “instant resolution”). D.

Article 27(3) of the Defendant’s articles of incorporation provides that “In convening the board of directors, the representative director shall notify each director of the directors at least seven days before the meeting is held, specifying the purpose of the meeting.”

[Reasons for Recognition] Uncontentious Facts, Gap evidence 1 to 4, Eul evidence 5, the purport of the whole pleadings

2. The plaintiff's assertion did not specify the agenda of this case in the notification of temporary board of directors of this case. The defendant presented a resolution on the agenda of this case, despite the opposing opinions of the plaintiff who is a director at the time of the temporary board of directors.

As above, the resolution of this case without a legitimate notice shall be null and void.

3. Determination

A. When convening a board of directors of a social welfare foundation, each director shall notify each of the directors of the purpose of the meeting at least seven days prior to the meeting (Article 32 of the Social Welfare Services Act and Article 8(3) of the Act on the Establishment and Operation of Public Interest Corporations).

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