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(영문) 서울남부지방법원 2016.12.09 2016가합2186
이사회결의무효확인
Text

1. The plaintiff's claim is dismissed.

2. The costs of lawsuit shall be borne by the Plaintiff.

Reasons

1. Facts of recognition;

A. The Defendant is a juristic person established around February 2014 for the purpose of the E establishment and operation business, and the Plaintiff is a director of the Defendant, and C is a person who was a representative director of the Defendant.

B. On June 19, 2015, C expressed an intention that “C shall contribute 15 billion won to the Defendant by February 13, 2016, and, if not performed, resign from the Defendant’s representative position” through the Defendant’s meeting.

C. However, on February 13, 2016, the Defendant’s general meeting and the board of directors held on February 13, 2016, as C did not perform its obligations under the above letter, 10 of the total number of 12 persons was present at the meeting minutes, and 7 of them (D, F, G, H, I, and J) was dismissed from office as the Defendant’s representative and appointed D as a new representative.

The term "" is written as follows.

The resolution of February 13, 2016 is referred to as the "resolution of this case".

(d) The relevant contents of the Defendant’s Articles of Incorporation are as follows. ① The officers shall be elected from among the members as follows: 1. The Chairperson, the Standing Vice-Chairperson, the Directors, the Auditor, and the Secretary-General shall be elected directly by the board of directors, equality, general, and confidential elections, from among the candidates who are members. Article 17 (General Assembly’s Resolutions shall deliberate and resolve:

1. Affairs and budget and settlement of accounts of the current year;

2. Matters concerning the project and budget plan for the next year;

3. Amendment to the articles of incorporation and dissolution of a corporation;

4. Matters referred to the board of directors.

5. Other important matters concerning the operation of the plenary session. Article 19 (Quorum of Proceedings and Quorum of General Meeting) (1) Except as otherwise provided for in the articles of incorporation, the general meeting shall be held with attendance of a majority of the members present, and

Provided, That the dissolution of an organization shall be made by a resolution of at least 2/3 of the expulsion members.

Article 21 (Functions of Board of Directors) The board of directors shall pass resolutions and execute the following matters, and the president shall report it to the general meeting:

2. Matters concerning the election and dismissal of officers shall constitute a quorum of the board of directors under Article 24;

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