(영문) 서울중앙지방법원 2014.12.12 2014가합722

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(영문) 서울중앙지방법원 2014.12.12 2014가합722

회장선임결의무효확인

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1. The plaintiffs' claims are dismissed.

2. The costs of lawsuit are assessed against the plaintiffs.

Reasons

1. Basic facts

A. The defendant is a corporation established under the E Act for the purpose of guiding and supervising the duties of E, and the plaintiffs are the members of E.

B. D had served as the chairman (term from around 2003 to 2005) and the chairman (term from around 201 to around 2013) of the Defendant’s 23th general meeting. A resolution was made to appoint D as the chairman of the 28th general meeting of the Defendant held on June 28, 2013 (hereinafter “instant resolution”).

C. Article 16(1) of the Defendant’s bylaws provides that “The president shall convene a general meeting,” and Article 23(6) of the Rules (hereinafter “instant bylaws”) provides that “the president and the auditor may be reappointed only once.”

[Reasons for Recognition] Facts without dispute, Gap evidence 1, Eul evidence 1, Eul 1, 4 through 7, 14 (including each number; hereinafter the same shall apply) and the purport of the whole pleadings

2. The instant resolution that appointed D as the Defendant’s 28th chairman of the Defendant’s 28th chairman is invalid due to the following significant defects. As such, the confirmation is sought.

In the instant articles of association, the phrase “it may be reappointed only once” means “it is apparent in its language that the president may be assigned only twice in the middle.” Thus, the instant resolution to appoint D as the president was contrary to the provisions of the instant articles of association.

B. Since the term of office as the 27th president of D had already expired on April 30, 2013, the Defendant’s extraordinary general meeting convened by D on June 28, 2013 is called by a person without authority.

3. The judgment of this Court

A. The instant clause was enacted at the Defendant’s general meeting held on April 27, 1979. At the time of the foregoing general meeting, the members used the term “reviting” in the instant clause in the meaning of “reviting continuing”.

B. The full-time board of directors of the defendant held on April 11, 1987 shall be this.

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