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(영문) 창원지방법원진주지원 2011.08.17 2011가합750
이사회결의 부존재확인
Text

1. The board of directors of April 8, 2009 appointed C, D, E, and F as directors, and G as directors and representative directors.

Reasons

1. Fact that there is no dispute over the facts of recognition [applicable for recognition], evidence of subparagraphs 1 through 4, 6, Eul-be, 7, 9, 13, 14, and 15, and the purport of the whole pleadings;

A. The Defendant foundation is a social welfare foundation established on June 23, 2005 by the Plaintiff, H, I, J, and G to contribute a total of KRW 110,50,000 in cash to the land of G for the purpose of implementing welfare projects for disabled persons.

On October 21, 2005, the defendant corporation completed the registration of incorporation with G representative director G, standing director H, director A, J, and I.

B. Statutes and articles of incorporation relating to the organization of the board of directors of the defendant corporation are as follows.

[] Article 18 (Officers) (2) of the Social Welfare Services Act does not exceed 1/5 of the incumbent members of the board of directors in a special relationship with the Presidential Decree.

[Enforcement Decree of the Social Services Act] Article 9 (Scope of Persons in Special Relationship) (1) “Persons in Special Relationship as prescribed by the Presidential Decree” in Article 18 (2) of the Act means:

1. Contributor [Articles of Incorporation] 16 (Appointment of Officers] (1) The representative director, directors and auditors shall be elected by the board of directors;

Article 17 (Restrictions on Appointment of Officers) (1) In relation between directors, the defendant shall not exceed 1/5 of the current number of directors of the "person in a special relationship" under the provisions of Article 18 (2) of the Social Welfare Services Act.

(3) Where a vacancy occurs in the office of an executive, he/she shall be appointed within two months, and a successor to an executive whose term of office expires shall be appointed one month prior to the expiration of his/her term of office.

Article 25 (Composition of Board of Directors) (1) Defendant shall have the board of directors composed of the representative director and directors.

(3) When intending to call the board of directors, the representative director shall notify each director of the board of directors not later than seven days before the meeting is held, specifying the purpose of the meeting.

Article 28 (Opening of Board of Directors and Quorum for Resolution) (1) The board of directors shall hold office directors, except as otherwise provided for in the articles of incorporation.

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