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1. All appeals filed by the plaintiffs are dismissed.
2. The costs of appeal are assessed against the Plaintiffs.
The purport of the claim and appeal is the purport of the appeal.
Reasons
1. Basic facts
A. The defendant is an incorporated foundation established on October 22, 1951 for the purpose of worshiping a spirit of E, cultivating a decoration, and managing and preserving the relics thereof. The defendant is carrying out various projects, etc. for the maintenance and preservation of F (private K) and the well-being of seedlings and buildings attached thereto, etc., and the maintenance and preservation of spawneds, coal spawneds, spawneds, and the enhancement of the spirit of E.
B. Around April 2012, G, the Defendant’s 19th president, resigned from the office of president before the expiration of the term of office, the board of directors held on April 6, 2012, elected H directors as an executive director and became an agent for the president.
C. Since then on June 7, 2012, at the ordinary meeting of the Council, I et al. was elected as a director. The board of directors held on June 12, 2012, held on June 12, 2012, I was elected as an executive director.
I convened a meeting of the board of directors on August 27, 2012 with the qualification of the chief director acting for the president and presented the agenda for the election of the chief director, and the directors present at the meeting passed a resolution to elect I as the chief director (hereinafter “instant resolution”).
E. The Defendant’s articles of incorporation (hereinafter “Articles of incorporation”) was enacted on October 22, 1951, and the parts relating to the instant case are as shown in the annexed sheet.
【Fact-finding without a dispute over the grounds for recognition, Gap evidence 1, 2, Eul evidence 2, the purport of the whole pleadings
2. Summary of the plaintiffs' assertion
A. Unlike a general foundation that has a system centered on the board of directors, the Defendant established a “Council meeting” separately from the board of directors, and granted the Council meeting the authority to “approval” as stipulated in Article 38 of the Articles of Incorporation to ensure that the Council meeting has the function of supervising and checking the board of directors.
B. Article 38 Subparag. 7 of the Articles of Incorporation provides for “approval of the election of officers” and “approval of the resignation of officers” as the matter of deliberation of the Council members’ meeting. Article 11 Subparag. 1 and 2 of the Articles of Incorporation provides that the chief director and the managing director shall be one kind of executive officer. As such, the election of chief director and the managing director shall be subject to deliberation of the Council members.