Plaintiff (Law Firm Young-jin, Attorneys Park Yong-il, Counsel for plaintiff-appellant)

Defendant clan (Law Firm, Attorneys Kim Jong-soo et al., Counsel for the defendant-appellant)

July 24, 2008

Seoul Central District Court Decision 2007Gahap380 Decided August 24, 2007

1. Revocation of a judgment of the first instance;

2. The instant lawsuit shall be dismissed.

3. One-half of the total costs of litigation shall be borne by the Plaintiff, and the remainder by the Defendant, respectively.

1. Purport of claim

On November 25, 2006, the defendant appointed Nonparty 1 as the president at the special general meeting of the defendant on November 25, 2006.

2. Purport of appeal

The judgment of the first instance is revoked. The plaintiff's claim is dismissed.

1. Basic facts

A. Status of the parties

The defendant is a clan located (location omitted) (name of the clan omitted) for the purpose of managing the cemetery for the employees of 16 years old and the funeral of a memorial service, and the plaintiff is a person appointed as the chairperson of the defendant around February 2005.

(b) Holding an extraordinary general meeting on November 25, 2006;

(1) On September 22, 2006, Nonparty 1, 2, 3, 4, 5, and 6, who are the Defendant’s directors, opened an emergency board of directors at the old-granium house located in Seoul Cheongyang-gu, Seoul, and decided to hold the Defendant’s special meeting on November 25, 2006, which is the date of the workplace public service. On September 29, 2006, the Plaintiff demanded the Plaintiff to convene the special meeting. However, on October 18, 2006, the Plaintiff notified the said directors that the need for convening the special meeting cannot be recognized.

(2) On November 3, 2006, Nonparty 1, a vice-chairperson of the defendant, notified the 193 defendant clan members of the defendant clan of the opening of the trial and the special meeting on November 25, 2006 (Provided, That the notification was returned to 23 persons), and the notification was made as the agenda of the meeting, stating the following issues: (i) amendment of the regulations, (ii) transfer of offices, (iii) transfer of offices, and (iv) other matters concerning the defendant's rules and the defendant's office on the grounds of holding the special meeting.

(3) In the Defendant’s special general meeting held on November 25, 2006, a resolution was made to appoint Nonparty 1 as the Defendant’s new president (hereinafter “instant resolution”) with the consent of all members of the clan members present in addition to the amendment agenda of the rules of association and the relocation agenda of the office.

B. Filing a lawsuit

(1) Nonparty 1 filed an application for provisional disposition on the suspension of deposit (number 1 omitted) with the Defendant’s deposit and the claim for the return of cash deposited by the Plaintiff as the preserved right in the Defendant’s representative qualification, and the above court accepted it on December 21, 2006, and rejected the application for provisional disposition on the ground that Nonparty 1 did not have the right to represent the Defendant on July 10, 2007 from the objection case (number 2 omitted) against the above decision raised by the Plaintiff.

(2) On January 3, 2007, the Plaintiff filed the instant lawsuit claiming that the instant resolution is null and void, and on August 24, 2007, the court of first instance rendered a favorable judgment against the Plaintiff.

(c) An extraordinary general meeting of April 13, 2008.

(1) The controversy over the legality of the instant resolution continues, and the Plaintiff’s term of office (three years) expires, and Nonparty 1 demanded the Plaintiff to convene an extraordinary general meeting on or around March 14, 2008, but the Plaintiff rejected it on or around March 18, 2008.

(2) On the same day, Nonparty 1 delegated the authority to convene an extraordinary general meeting by Nonparty 7, who is the lineal ascendant of the defendant, and notified the convening of an extraordinary general meeting of the defendant to the clan members, and on April 13, 2008, Nonparty 1 was elected as the defendant’s representative at the Defendant’s extraordinary general meeting held at the front of the funeral container (the name of the Si and the name of Si omitted).

D. Main contents of the defendant's bylaws

Article 9 (Agencies) This Council shall have the General Assembly and the Board of Directors.

1. An ordinary general meeting shall be held once a year during two months;

2.The extraordinary session shall be convened in the following cases:

(1) On the date of the public service for employees;

(2) If the chairman considers it necessary

(3) When a majority of the directors demands to convene a meeting.

(4) When a third of the registered members demands the convocation of a director;

3. The board of directors shall be convened when the chairman deems it necessary or when a majority of the directors requests it.

Article 14 (Term of Office) The terms of office for the officers of this Council shall be as follows:

1. The term of office of directors shall be three years, and they may be reappointed;

2. The term of office of the auditor shall be two years, and he may be reappointed;

§ 16 (Convocation) Meetings shall be convened as follows:

1.The General Assembly shall notify the Chairperson of the convening no later than 10 days before the meeting;

2.The Council shall notify the Chairperson at least one week prior to the meeting.

Article 17 (Quorum) The quorum of a meeting shall be as follows:

1. At the general meeting, the attendance of not less than twenty members and pass resolutions with the concurrent vote of a majority of members present;

2. The board of directors shall attend and resolve with the attendance of the majority of the registered directors or more, and the chairperson shall decide on the same number of votes;

[Ground of recognition] The fact that there is no dispute, Gap's 1, 3, 4, 6, 20, 22, Eul's 1, 2, 3, Eul's 15 through 22 (including each number), the purport of the whole pleadings and arguments

2. The plaintiff's assertion

The instant resolution is null and void because there are significant defects, such as the fact that the Plaintiff, who is the person with the authority to convene the instant resolution, was resolved at an extraordinary general meeting that was not convened by the Plaintiff, and the fact that the election of the new president is not

3. Determination

Although the plaintiff sought confirmation of invalidity of the resolution of this case, the defendant does not dispute that the resolution of this case is null and void, the plaintiff's claim for confirmation of invalidity of the resolution of this case is unlawful as there is no benefit of confirmation.

4. Conclusion

Thus, the lawsuit of this case is unlawful and thus dismissed, and the judgment of the court of first instance is unfair with different conclusions, so the judgment of the court of first instance is revoked, and the lawsuit of this case is dismissed.

Judges Choi Jae-sik (Presiding Judge)