2006 Gohap264 Confirmation of non-existence of resolution, etc. of the general meeting of shareholders

Z** (*********************

Seoul*Gu ***talyunho

Attorney Kim*

******* Company

Jeju* Dong************

Lower**

Law Firm, Attorney***

Attorney Choi *

December 7, 2007

January 11, 2008

1. The instant lawsuit shall be dismissed.

2. The costs of lawsuit shall be borne by the Plaintiff.

The defendant's temporary shareholders' meeting held on March 15, 2006 that the plaintiff is dismissed from office as a director, Kim** There is no resolution to appoint a director, and the defendant's board of directors on March 15, 2006 that the resolution to dismiss the plaintiff from office as a joint representative director is invalid.

1. Facts of recognition;

The following facts do not conflict between the parties or between Gap evidence 1, Gap evidence 2-1, Gap evidence 3, 4

The evidence, evidence No. 8, evidence No. 9-1, and evidence No. 9-2 may be recognized respectively by integrating the purpose of all the statements and arguments.

A. The defendant is a stock company with the purpose of general construction business, etc. and 103,000 shares issued.

Plaintiff and H** each 22,680 note (22.02%) and 80,320 note (77.98%) owned by the Plaintiff and the Plaintiff.

Ha** on October 18, 2005, assumed office as the defendant's director and joint representative director, respectively. B. According to the articles of incorporation of the defendant company, the director of the defendant company (No. 22) is by a resolution of the general meeting of shareholders.

section 3) The representative director shall be appointed or dismissed by a resolution of the board of directors, and the

The board of directors shall convene by a resolution of the board of directors the representative director or the board of directors.

If there is a director separately prescribed in the meeting, the director shall notify one week prior to the meeting date and convene a meeting.

Section 26 (Article 26).

C. However, Ha* is a co-representative of the defendant company, Ha* is a legitimate convening procedure under the articles of incorporation.

A general meeting of shareholders on March 15, 2006 is held on March 15, 2006 and the defendant's director and joint representative director.

Minutes of the general meeting as a resolution to dismiss from office and appoint Kim** as a director,

Then, Kim** and Ha** A attend and the meeting of the board of directors held, the plaintiff is present.

The minutes of the board of directors shall be prepared to be dismissed by the Dong representative director, and on the basis thereof, March 2006.

22. After completing the registration of dismissal of the Plaintiff, the joint representative provision was repealed.

A. The parties’ assertion

As the plaintiff's cause of the claim in this case, according to the articles of incorporation of the defendant company, the directors and representative directors of the defendant company shall be appointed or dismissed by the resolution of each general meeting of shareholders and the board of directors. Ha** did not have any office in which the plaintiff convened and held a general meeting of shareholders on March 15, 2006, as if he held a temporary general meeting of shareholders on March 15, 2006, the plaintiff was dismissed from office as directors and Kim *** did not have a resolution of the general meeting of shareholders as of March 15, 206, on the premise that the above resolution is valid, and the resolution of the board of directors held on the premise that the above resolution is valid is invalid, and the defendant again holds a temporary general meeting of shareholders and the board of directors on May 9, 2006 and makes a new resolution with the same contents as the resolution of the general meeting of shareholders as the resolution of March 15, 2006.

B. Determination

Even if a director is dismissed from office before the expiration of his/her term of office by a resolution of the general meeting of shareholders and is appointed from office as a new director, if he/she is appointed and registered as a new director after the new resolution of the general meeting of shareholders, barring special circumstances, such as the absence or invalidation due to procedural defect other than the defect of the general meeting convened by an unentitled person, or the cancellation of the resolution, even if the resolution of the new general meeting of shareholders is null and void, it shall be deemed that the claim for confirmation of non-existence or invalidity of the initial resolution of the new director's appointment is insufficient to protect the rights of the previous legal relationship or legal relationship (see, e.g., Supreme Court Decisions 96Da24309, Oct. 11, 1996; 201Da6479, Sept. 26, 2003).

As seen earlier, the provisional shareholders' meeting held on March 15, 2006 and the fact that the board of directors held without legitimate convocation procedures under the articles of incorporation of the defendant association, which made a resolution to dismiss the plaintiff from the office of director or the joint representative director. However, according to the statements in Eul evidence 1, Eul 2-1 through 5, Eul 3, and 4, the representative director of the defendant company ** * on May 9, 2006, the temporary shareholders' meeting and the board of directors' notice was issued on May 21, 2006 to the plaintiff 1, the maximum temporary shareholders' meeting and the board of directors' 0.5 billion won on May 9, 2006 that the plaintiff was removed from the office of director or joint representative director, * the non-existence of the former shareholders' meeting * the non-existence of the shareholders' general shareholders' meeting * the non-existence of the non-existence of the shareholders' meeting * the non-existence of the non-existence of the shareholders' general shareholders' meeting 20.5.6

3. Conclusion

Thus, the plaintiff's lawsuit of this case is unlawful and dismissed.

Exemplary (Presiding Judge)

Freeboard of gambling

Hephoho Lake