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(영문) 서울서부지방법원 2021.03.18 2020가합278
이사회결의무효확인
Text

On March 2, 2020, the defendant's resolution of the board of directors on March 2, 2020 is invalid.

Of the costs of lawsuit, the defendant's participation.

Reasons

1. Basic facts

A. The Defendant is a cooperative established on March 15, 2013 by receiving contributions from members pursuant to the Framework Act on Cooperatives.

B. E, F, and G were appointed as the Defendant’s director on March 3, 2018. At the meeting of the Defendant’s representative held on March 9, 2019, the Plaintiff, the Defendant’s Intervenor, H, I, J, and K were appointed as the director, and the Defendant’s assistant was elected as the chief director.

On August 26, 2019, the above K resigned and registered on 27th day after the next date.

(c)

On March 2, 2020, the Defendant held a board of directors at the meetings of the Intervenor, J, G, and F (hereinafter “Board of Directors of this case”) and ratified all the resolutions of the board of directors of the second board of directors of the year 2019, amended as of March 1, 2020, with the consent of J, G, and F (hereinafter “Board of Directors of this case”) and approved all the resolutions of the board of directors of the year 8, 11, 12, 13, 2020, and the second board of directors of the board of directors, as amended as of March 1, 2020, and ② “a delegation of delegation of executive directors as to the employees’ benefits and standing directors’ benefits, by examining the contents of negotiations between the board of directors and the chairperson of the existing board of directors,” and presented 14 agenda items.

(d)

The main contents of the defendant's articles of incorporation and operating rules of the board of directors related to this case are as follows:

(4) The chairperson shall convene a board of directors and preside over a cooperative's articles of association.

(5) Each director shall notify each director of a meeting of the purpose, date, time, and place of the meeting by not later than five days prior to the date of the meeting.

However, in cases of urgency, it may be substituted by a written or electronic document with the consent of a majority of the members of the board of directors, which directly notifies the members of the board of directors.

Article 40 (Matters to be Resolved by Board of Directors) (1) The following matters shall be resolved on in this society:

(Ba)

3. The enactment, amendment and repeal of the provisions of Article 41 (Proceedings of Board of Directors) (1) This society shall be opened with attendance of a majority of its members, and shall be equal to the number of the members present;

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