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(영문) 의정부지방법원고양지원 2016.02.18 2015가합71740
이사회결의 부존재확인 등
Text

1.(a)

On December 21, 2013, the defendant's board of directors on December 21, 2013 confirms that a resolution to appoint G, H, I, J, and K directors is null and void.

Reasons

1. Presumption

A. The defendant is a social welfare foundation established for the purpose of establishing and operating infant nurture facilities.

The contents of this case in the defendant's articles of incorporation are as follows.

Article 15 (Types and Fixed Number of Officers) The Corporation shall have eight directors (including the representative director and the executive director).

Article 16 (Appointment of Officers) (1) Directors shall be elected by the board of directors.

(3) At least 1/3 of the fixed number of directors (hereinafter referred to as "small number of directors") shall be appointed upon the recommendation of the social welfare committee or the community welfare consultative body, following a resolution of the board of directors

Article 27 (Convocation, etc. of Board of Directors) (3) In convening the board of directors meeting, the representative director shall notify each director of the directors seven days before the meeting is held, specifying the purpose of the meeting

Article 28 (Opening and Quorum of Board of Directors) (1) The board of directors shall be held with attendance of the majority of the registered directors, and pass resolutions with the concurrence of a majority of the present directors.

(2) No proceedings of the board of directors shall be made by written resolution.

B. On August 8, 2013, L (the representative director of the Defendant) and Plaintiff E (the director of the Defendant) entered into a contract with the Defendant’s Intervenor joining the Defendant to transfer the Defendant’s operating right of KRW 6 billion in price (hereinafter “instant contract”). The main contents are as follows.

Article 1:Transfer and acquisition of all the F (M kindergarten, child-care center, Nschool)'s operation rights and property owned, aggregate facilities, movable property, and real estate.

Article 2:The amount of debt acquisition shall be one billion won (the Private School Promotion Foundation, etc.).

Article 3:One billion won shall be paid at the time of contract deposit, and two outside directors shall be applied for.

The payment of an intermediate payment of KRW 1.5 billion within two months shall be made, and four directors, including two outside directors, shall be replaced.

(4) Article 4: A secondary intermediate payment of KRW 500 million shall be paid within four months after the contract is concluded, and the balance of KRW 2 billion shall be paid within seven months after the contract is concluded.

(other than KRW 1 billion) but the balance shall be extended by two months under mutual agreement.

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