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 reasoning of this part of the judgment is the same as the reasoning of the judgment of the court of first instance, and thus, this part of the judgment is cited pursuant to the main sentence of Article 420 of the Civil Procedure

2. Determination on the defense prior to the merits

A. The Defendant asserts that all of the instant special meeting and the resolution of the board of directors are invalid. However, the Defendant ratified the contents of the instant resolution at the general meeting as of October 29, 2016 and at the general meeting as of November 12, 2016. On December 3, 2016, the board of directors ratified the contents of the instant resolution at the board of directors’ meeting as of December 3, 2016. As such, the Plaintiffs’ claim seeking confirmation of the invalidity of the resolution at the general meeting and the board of directors’ meeting as of December 3, 2016 is groundless

As to this, the plaintiffs asserted that the special meeting and the resolution of the board of directors of this case were not legally ratified, since the procedure defects were found in the procedure of the meeting convened by the person who had the right to convene the meeting of the next Y who is not AG, but the person who had the right to convene the meeting on October 29, 2016. The general meeting of November 12, 2016 was convened by AB appointed as the representative of the above special meeting, and the board of directors of December 3, 2016 also based on this.

B. 1) As seen in paragraph 3 below, the resolution of the special general meeting of this case is null and void due to serious defects in the convening procedure. Accordingly, if the defendant's clan members need to select a representative regarding the management or disposition, etc. of the clan properties, they need to request the members of the clan to convene a clan general meeting, and if the members of the clan do not convene a general meeting without justifiable grounds, the members of the clans or promoters of the clans may convene the general meeting (see, e.g., Supreme Court Decision 2009Da26596, Dec. 9, 2010).

① On August 10, 2016, Defendant H requested the Defendant to convene an extraordinary general meeting on behalf of 68 persons who requested to convene an extraordinary general meeting, and AG calls for a membership list to AH.