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1. On July 10, 2019, the Defendant’s resolution to appoint I as representative director is revoked.
2. The costs of lawsuit shall be.
Reasons
1. Facts of recognition;
A. The Defendant is a stock company established for the purpose of operating the K funeral hall located in the Dong-gu, Chungcheongnam-gu, Chungcheongnam-gu.
The number of residents residing in L and M, including the plaintiffs, is 100 shares of each of the defendant's shares.
B. On July 10, 2019, the Defendant held a general meeting of shareholders for the appointment of the fourth executive officer (hereinafter “instant general meeting”).
After the general meeting of this case passed a resolution on the appointment of 11 directors, a resolution was passed on the appointment of the representative director as the representative director (hereinafter the resolution on the appointment of the representative director in this case) from among the appointed directors.
C. The Defendant’s articles of incorporation provide for the following matters with regard to the appointment of executives and the scope of duties.
Article 30 (Appointment and Number of Representative Directors) (1) Where there are two or less directors, the representative director shall be appointed from among the inside directors by a resolution of the general meeting of shareholders, and where there are three or more directors, from among the inside directors by a resolution of the board of directors.
Article 32 (Election of Officers) Officers shall be elected from among the shareholders by a resolution of the general meeting of shareholders, and shall be elected with the attendance of a majority and concurrent votes.
Article 35 (Duties of Directors) (1) A representative director shall represent a company, exercise overall control over its affairs, and take responsibility for its management performance.
(2) An inside director shall assist the representative director, and may divide the affairs of the company as prescribed by the board of directors.
(3) In any of the following cases, an internal director shall act on behalf of the representative director:
1. Public announcement;
2. Where it is impossible to conduct business due to a disease or injury;
3. Where the representative director orders the performance of his duties by proxy for other reasons such as the fact that there is no dispute [based for recognition], Gap evidence 1, Gap evidence 7 (the same as Eul evidence 5), Gap evidence 8-1, Eul evidence 8-2 (the same as Eul evidence 6), Gap evidence 8-3 (the same as Eul evidence 3-1), Gap evidence 8-4 (the same as Eul evidence 3-2), Gap evidence 9, 12, Eul evidence 3, Eul evidence 3, 4-4, and oral pleadings.