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1. On May 8, 2018, the board of directors confirms that the Defendant’s appointment E and F as the Defendant’s director is invalid.
2...
Reasons
1. Basic facts
A. The Supreme Court Decisions (Supreme Court Decision 2017Da5442 Decided February 24, 2016; Seoul High Court Decision 2016Na2083083; Supreme Court Decision 2017Da264133 Decided February 24, 2016, each of which was rendered by the Defendant who appointed G as the president (hereinafter “Board of Directors”) that the resolution of the board of directors was null and void. Accordingly, on May 9, 2018, the Defendant held a board of directors meeting (hereinafter “Board of Directors of this case”).
B. As the Defendant’s director to the instant board of directors, the Plaintiffs, H, and I attended each of the instant board of directors, and I, the oldest among the attending directors, proceeded with the instant board of directors.
As a result of voting on the agenda on which E and F are newly appointed as a new director at the instant board of directors, there have been two votes of approval and disapproval (two opposing parties). Accordingly, by exercising the Defendant’s right of decision on the chairman at the time of the Dong and Dong, a resolution was made to appoint E and F as a new director (hereinafter “each resolution of this case”) by exercising the Defendant’s right of decision on the agenda under the proviso of Article 17(1) of the Articles of Incorporation.
Article 11 (Duties of Officers) (1) The chief director shall represent the corporation, exercise overall control over the affairs of the corporation, and preside over the board of directors.
Article 12 (Acting for President) (2) Where a vacancy occurs, the director elected by the board of directors shall act on behalf of the President.
(3) The board of directors, in accordance with paragraph (2), shall convene the majority of the directors registered and elect the representative of the board of directors with the consent of the majority of the directors present at the meeting of the oldest.
Article 15 (Special Cases concerning Convocation of Board of Directors) (2) If it is impossible to convene a board of directors for at least seven days due to a vacancy or challenge of the person who has the authority to convene the board of directors, it may
(3) The board of directors as referred to in paragraph (2) shall elect the chairperson under the society of the oldest from among the members present.
Article 17 (Quorum) (1) The board of directors shall constitute a attendance of a majority of the registered directors, and pass resolutions with the consent of a majority
However, in case of numbers of approval and disapproval.