2013Na6057 Invalidity, etc. of Resolution of Extraordinary General Meeting

1. Article A1 (570914-1);

Daegu

2. Publication A2 (61020-1*: :)

Daegu

[Judgment of the court below]

1. D1 merchants' association;

Representative, Chairman, Do governor2

2.D2 (56104-1***

Defendants’ Address Daegu

[Defendant-Appellant] Plaintiff 1 and 3 others

Daegu District Court Decision 2013Gahap684 Decided November 8, 2013

May 22, 2014

June 26, 2014

1. Of the instant lawsuit, the lawsuit against Defendant HandD2 shall be dismissed.

2. The part of the judgment of the court of first instance against the plaintiffs shall be revoked.

A. Defendant D1’s Association confirms that the resolution on the agenda in the annexed Form 1, which was made by Defendant D1’s Association at the extraordinary general meeting of February 1, 2013, is null and void.

B. Defendant D1 merchants’ association confirms that the resolution on the agenda item in the attached Form 3, which was adopted at the extraordinary general meeting of July 5, 2013, is null and void.

C. It is confirmed that the Plaintiff Cho Dong1 has the status of president of the Defendant D1 Merchant Association.

3. Of the total litigation cost, the part arising between the plaintiffs and the defendant D1 merchants' association is borne by the defendant D1 merchants' association, and the part arising between the plaintiffs and the defendant D2 is borne by the plaintiffs respectively.

Purport of claim

① On March 9, 2013, Defendant D1 merchants’ association (hereinafter referred to as “Defendant D1 merchants’ association”) sought confirmation of the primary invalidity of the resolution on the agenda in attached Form 2 (hereinafter referred to as “resolution of the board of directors”) made by the board of directors on March 9, 2013. ③ Defendant D2 seeks confirmation of the primary invalidity of the resolution on the agenda in attached Form 2 (hereinafter referred to as “resolution of the board of directors”), and ③ Defendant D2 seeks consent to Plaintiff D2’s consent to the change of the representative of the registration certificate of the merchants’ association of the Defendant merchants’ association from D2 to A1 to Ga1, and the representative of the Defendant D2’s identification number of the merchants’ association to the head of South Daegu District Tax Office.

Purport of appeal

The part against the plaintiffs in the judgment of the court of first instance shall be revoked. The same shall apply to the claims ① and ③ parts.

1. Scope of the judgment of this court;

The court of first instance accepted the primary claim for confirmation of invalidity of the resolution of the board of directors of this case against the defendant merchants' association among the plaintiffs' claims in this case and the primary claim for revocation. As the defendant merchants' association did not appeal, the above part of the claim was excluded from the object of adjudication of this court.

2. Facts of recognition;

A. Status of the party

(1) The defendant merchants' association is an organization established with the merchants of D1 in Daegu-gu Hdong****-* the non-party 19 parcels as its constituent members, which has completed registration under the Special Act on the Development of Traditional Markets and Shopping Districts (hereinafter "Special Act on Traditional Markets") in Daegu-gu on September 5, 2007.

(2) From April 2009 to February 18, 2013, Plaintiff Cho Ga1 held office as the president of the Defendant Merchant Association. Defendant Da2 is a person elected as the president of the Defendant Merchant Association through a resolution of the special general meeting as of February 1, 2013, as seen below.

B. Publication and holding of an extraordinary general meeting of the Defendant Merchant Association on February 1, 2013

(1) On January 21, 2013, some of the members of the Defendant Merchant Association filed a motion for dismissal at the ordinary meeting of the Defendant Merchant Association, which was held on January 21, 2013, at the ordinary meeting of the Defendant Merchant Association. However, it was not accepted.

(2) On January 31, 2013, the above members organized the D1 Emergency Countermeasure Committee, and convened an extraordinary general meeting consisting of the removal of the president of the 'Merchants' association (including the present executives) and the election of new executives on the following day by attaching a public notice under the name of the Emergency Countermeasure Committee.

(3) Accordingly, the participants at the special meeting held on February 1, 2013 (hereinafter referred to as “special meeting”) dismissed Plaintiff ChoA1 and Defendant Loh 2 as the president; Nonparty C1 as the vice president; Nonparty C2 as the secretary general; Nonparty C3 as well as Nonparty C4 as the auditor (hereinafter referred to as “the resolution of February 1, 2013”).

(c) Change of the name of representative of the Daegu-gu Office;

Defendant LoD2, on February 1, 2013, elected the president of the Defendant Merchants’ Association at the extraordinary general meeting on February 1, 2013, and applied for the registration of the change from Plaintiff ChoA1 to Defendant Lod2, along with the aforementioned extraordinary general meeting minutes, etc., to the representative of the High Merchants’ Association registered in the Daegu-gu Office. The head of the Daegu-gu G GG on February 18, 2013 accepted the said registration.

(d) Filing a lawsuit to nullify the invalidity of the resolution of the extraordinary general meeting and making a provisional disposition suspending the performance of duties against Defendant DamageD2;

(1) The Plaintiffs asserted that the resolution of the general meeting held on February 1, 2013 is null and void, and filed the instant lawsuit against the Defendant Merchant Association, and the Plaintiff Cho Dong1 filed an application against the Defendant LoD2 for suspension of the performance of duties of representative and appointment of acting representative as the Seo-gu District Court Branch Branch 2013Kahap60.

(2) In the same court case No. 2013Kahap60, Apr. 24, 2013, 2013, “Defendant Sod2” rendered a decision that the duties of the representative of the Defendant Merchant’s Association shall not be performed until the judgment of this case became final and conclusive, and that the said duties of the representative of the Defendant Merchant’s Association shall be appointed as the representative of the Defendant Merchant’s Association.”

E. Resolution of the board of directors of the Defendant Merchant Association on March 9, 2013

On the other hand, the defendant merchants' association held a board of directors on March 9, 2013, and passed a resolution of the board of directors of this case, which held that, while the officers who were elected at the extraordinary general meeting on February 1, 2013 were present, the plaintiff Cho 1 filed a civil lawsuit, the plaintiff Cho 1 filed a civil lawsuit, and the plaintiff Cho Ga2, the plaintiff KimE1, the new E2, and the UE3 (hereinafter referred to as "pre-standing officers, including the above Kim 1, Shin2, and UE3") proposed to remove the pre-standing executives, on the ground that he/she participated in the civil lawsuit.

F. The background leading up to and details of the meeting and resolution of the Defendant Merchant Association on July 5, 2013

(1) During the instant lawsuit pending, the ES4 et al., a member of the Defendant Merchant Association, requested the representative acting on May 7, 2013 to convene an extraordinary general meeting consisting of “1. The dismissal of the former president Cho 1 and Shin Da2, and 2. The appointment of a new officer.”

(2) On June 20, 2013, the acting director announced the convening of the extraordinary general meeting on July 5, 2013, and held the extraordinary general meeting on the same day. Of the 99 members, a resolution was made to dismiss Plaintiff A1 from the president with the consent of all the 63 members present at the said extraordinary general meeting, to dismiss Plaintiff Da1 from the president, to adopt the resignation proposal of Defendant Do2, and to appoint Defendant Do2 as the president (hereinafter “resolution”).

G. Articles of association of the defendant merchants' association

The provisions of the Articles of Incorporation of the Defendant Merchant Association in relation to the instant case are as follows:

Section 18 (General Meeting) ① A General Meeting shall be divided into an ordinary meeting and an extraordinary general meeting. ② Members shall be the president of the General Meeting. ② ② The president of the General Meeting shall be the president of the General Meeting. ② The General Meeting shall be held within two months after the commencement of each business year. ② The Chairperson shall convene the General Meeting in the following cases:

(3) Upon receipt of a request to convene a general meeting under paragraph (2) 2 and 3, the chairperson shall convene the general meeting within thirty days after receipt of such request.(4) If the chairperson fails to convene the general meeting within the period set forth in paragraph (2) above, the chairperson shall convene the general meeting in the order of the chief vice-chairperson and the vice-chairperson as determined by the board of directors and shall preside over the general meeting. (5) The chairperson of Article 20 (Holding of the general meeting) shall announce the date, time, place, and purpose of holding the meeting at least seven days before the date of the meeting. (4) Article 21 (Matters to be resolved by the general meeting) (1) The general meeting shall convene the general meeting with the attendance of a majority of the members, and a resolution shall be adopted with the consent of a majority of the members present.(2) An urgent matter requested by the board of directors may be resolved in writing

[Reasons for Recognition] A without dispute, Gap evidence Nos. 1, 2, 6, 7, 12, 17, 19 through 22, Eul evidence Nos. 1, 3, 7, 93

We examine ex officio the legitimacy of the plaintiffs' lawsuits against Defendant Dok-2 among the lawsuits of this case.

(a) Relevant statutes;

(1) Special Act on Traditional Markets

(A) Article 65 of the Special Act on Traditional Markets

(1) The whole or part of merchants who run their business directly in markets, etc. may establish merchants' associations autonomously.

(3) A person who intends to establish a merchants' association shall establish a market or Gun, as prescribed by Ordinance of the Ministry

entry of the certificate (including any number, if any) by the court of first instance

The results of fact-finding inquiries to the head of the Gu, the purport of the whole pleadings.

A merchants' association which is a corporation shall be registered with the head of the Gu. In such cases, the merchants' association shall prepare its articles of association and obtain approval from the head of the Si/Gun/Gu. The same shall apply

(8) The establishment and operation of merchants' associations and other necessary matters shall be prescribed by municipal ordinance of each Si/Gun/Gu, as prescribed by Ordinance of the Ministry of Trade, Industry and Energy.

(B) Article 12 of the Enforcement Rule of the Special Act on Traditional Markets

(3) The representative who intends to register a merchant's association pursuant to Article 65 (3) of the Act shall submit an application for registration of a merchant's association in attached Form 11 to the Mayor, the head of the Gun, and the Gu office, along with the following documents:

1. A list of consenters;

2. Minutes of the general meeting;

3. Rules or articles of association;

4. Business plan;

5. Detailed statement of property;

(7) The head of a Si/Gun/Gu in receipt of an application for registration of a merchant association pursuant to paragraph (3) shall verify whether submitted documents are true and issue a merchant association registration certificate in attached Form 12 within 14 days from the date of receipt of such documents.

C) Article 15 of the Daegu-gu Ordinance on the Development of Traditional Markets and Shopping Districts

(1) When a merchants' association is established pursuant to Article 13, the documents specified in Article 12 (3) of the Rules shall be registered with the head of the Gu.

(3) If the name, representative, location, and major property of a merchants' association has changed from among the matters registered pursuant to paragraph (1), documents evidencing the change shall be prepared and submitted to the head of the Gu within 14 days from the date of change.

(2) Provisions relating to the Value-Added Tax Act

(A) Article 8 (Registration of Business)

(1) Any business operator shall file an application for business registration with the head of the tax office having jurisdiction over the place of business within 20 days from the commencement date of the business, as prescribed by Presidential Decree: Provided, That any person who intends to commence a new business may file an application for business

(5) The head of a tax office having jurisdiction over the place of business in receipt of an application under paragraphs (1) through (4) (referring to the head office or principal office in cases falling under paragraphs (3) and (4); hereafter the same shall apply in this Article) shall make business registration and issue a registration certificate with which a registration number is assigned to the registered business operator as prescribed by Presidential Decree (hereinafter referred to as "business registration certificate").

(6) If a business operator registered pursuant to paragraph (5) suspends or closes his/her business or changes registered matters, he/she shall promptly report to the head of the competent tax office having jurisdiction over the place of business, as prescribed by Presidential Decree. The same shall also apply to any light that a person who has filed an application for registration pursuant to the proviso to paragraph

(1) Except as otherwise expressly provided for in paragraphs (1) through (9), matters necessary for business registration, issuance of a business registration certificate, alteration of registered matters, revocation of registration, etc. shall be prescribed by

(B) Enforcement Decree of the Value-Added Tax Act

Article 11 (Application for Business Registration and Issuance of Business Registration Certificates)

(1) A business operator who intends to make a business registration under Article 8 (1) of the Act shall file an application for business registration (including a submission via national tax information and communications networks) stating the following matters at each place of business with the head of the competent tax office (referring to the head of the competent tax office or any other head of the competent tax office):

1. Personal information of the business operator;

2. Grounds for applying for business registration;

3. The commencement date of business or the establishment date of place of business;

4. Other reference information.

(D) Article 14 (Change of Business Registration)

(1) Where a business operator falls under any of the following subparagraphs, he/she shall, without delay, submit (including submission via the national tax information and communications network) a written petition for business registration correction stating his/her personal information, change of business registration, and other necessary matters, to the head of the competent tax office (c).

1. Where the trade name is changed;

2. Where a corporation or an organization, other than an organization deemed a corporation under Article 13 (1) and (2) of the Framework Act on National Taxes, prescribed by Ordinance of the Ministry of Strategy and Finance changes its representative

B. Determination

According to Article 15 of the Daegu-gu Ordinance on the Development of Traditional Markets and Shopping Districts enacted pursuant to Article 66(8) of the Special Act on Traditional Markets, if the representative of the defendant merchant's association is changed, the head of G shall submit documents evidencing the change to the head of G. The head of G Gu’s act of registering the matters of the defendant merchant's association or changing the registered matters in the public book prepared and kept by the head of GG is to use the documents for convenience of administrative affairs and certification of facts within the administrative agency, and thus, it does not cause a change in legal relationship. Thus, if the representative of the defendant merchant’s association is changed, it is sufficient to submit documents on the change to the head of GG

In addition, pursuant to Article 8 (6) of the Value-Added Tax Act, when registered matters are changed, a registered business operator shall report to the head of a tax office having jurisdiction over the place of business without delay as prescribed by the Ordinance of the Ministry of Strategy and Finance. According to Article 14 (1) 2 of the Enforcement Decree of the Value-Added Tax Act, if a business operator is a corporation or an organization other than an organization deemed a corporation pursuant to Article 13 (1) and (2) of the Enforcement Decree of the Value-Added Tax Act and its representative is changed, a business operator must submit without delay a business registration statement stating his/her personal information, changes in business registration and other necessary matters to the head of a tax office. The purpose of the system is to enable the tax office to identify the taxpayer of the value-added tax and secure the taxation data. This is merely a report of business fact, which is established by submitting a report of change in business registration to the head of the tax office under Article 8 (6) of the Value-Added Tax Act, and the representative does not change the status of the business operator (see Supreme Court Decision 200Du27, Jan. 27, 20100).

Therefore, at the defendant merchants' association, a claim for the consent of Do2, which is a substitute for seeking the change of the representative of the defendant merchants' association or the change of the representative of the business registration certificate registered with the director of the tax office in Daegu, is filed by the defendant merchants' association.

Thus, there is no interest in the lawsuit against the defendant Sod2 among the lawsuit of this case, so it is illegal to determine the claim against the defendant Sod.

A. Determination on February 1, 2013 on the resolution of an extraordinary general meeting of the Defendant Merchant Association

(1) The parties' assertion

(A) The Plaintiffs asserted that the resolution of the special general meeting of February 1, 2013, which was adopted by the Defendant Merchant Association, dismissed Plaintiff ChoA1 and elected Defendant Yang D2 as the representative, is null and void due to the defect in the convocation procedure.

(B) As to this, even if the Defendant had a procedural defect in the resolution of the special general meeting as of February 1, 2013, at the special general meeting convened by the acting director as of July 5, 2013, the Defendant asserts to the effect that the removal proposal for the Plaintiff ChoA1, the former president, and the resignation proposal for the Defendant Loh 2, and the resolution was passed to appoint Defendant Loh 2 as a new representative of the Defendant merchants’ Association, and thus, the Plaintiffs’ lawsuit on this part ought to be dismissed as there is no benefit of confirmation.

(2) Determination

(A) Whether the benefit of confirmation is recognized

① Relevant legal principles

If a director is dismissed from office before the expiration of his/her term of office by a resolution of the general meeting of shareholders on replacement of an officer, and if a new director is appointed after the appointment, even if the initial resolution on the replacement of an officer is null and void by a legitimate procedure, it would result in lack of the requirements for protection of rights as a legal action. However, if the resolution on the replacement of a director is deemed to be a defect other than the defect of the general meeting convened by an unentitled person, and if it is deemed that there is no absence due to the defect of the contents, the original resolution on the replacement of the officer would have a direct interest in confirming the current officer, and thus, there is a legal interest in seeking nullification of the initial resolution on the appointment of a new director (see Supreme Court Decision 93Da6138, Jul. 28, 1995).

In addition, with respect to the defect of a resolution of a general meeting of shareholders under the Commercial Act, "if the method of convening a general meeting of shareholders violates the Acts and subordinate statutes or the articles of incorporation or if the contents of the resolution violate the articles of incorporation" (Article 376 (1) of the Commercial Act), a lawsuit for revocation of a resolution may be brought in the case where the contents of the resolution of the general meeting of shareholders violate the Acts and subordinate statutes (Article 380 of the Commercial Act), but there is no provision in the Commercial Act concerning the resolution of the board of directors, and there is no provision in the Civil Act concerning corporations and incorporated associations without legal capacity. Accordingly, if there is a defect in the resolution of a general meeting of shareholders under the Civil Act and incorporated associations without legal capacity, it shall be dealt with in accordance with the principle against the one-half principle under the Civil Act, and if there is a defect in the resolution, it shall be legally null and void in principle, regardless of the procedural defect or the contents of the resolution (see Supreme Court Decision 80Da2441

Therefore, in the case of a juristic person and an unincorporated association under the Civil Act, if the resolution of a general meeting which appoints a successor officer is deemed null and void, it shall have a direct interest in the determination of the current executive officer, so there is a legal interest in seeking confirmation of invalidity of the initial resolution of appointment.

(2) Judgment

As examined below, although the C5, who is the acting representative of the defendant merchant's association, held the extraordinary meeting on July 5, 2013 without obtaining the permission of the competent court, even though there is no provision of a provisional disposition order, this constitutes a case where there is a defect in the convening procedure, and thus is null and void, it shall be deemed that there is a legal interest in seeking confirmation of the initial resolution that the defendant Do2 was appointed as the new president.

(B) Whether the extraordinary general meeting of February 1, 2013 is legitimate

We examine whether the defendant merchant's association had gone through legitimate convening procedures in holding an extraordinary general meeting on February 1, 2013.

According to the Articles of the Defendant Merchant’s Association’s articles of incorporation, when the president or the board of directors demands a meeting with the consent of at least 1/5 of all the members, the auditor shall convene the general meeting upon the request of the board of directors for the resolution of urgent matters. If the president fails to convene the general meeting within 30 days, the president shall convene the general meeting in the order of the chief vice-chairperson and the vice-chairperson determined by the board of directors (Article 19(2) and (4) of the Articles of incorporation, and if the general meeting is held, the chairperson shall publish the date, time, place, and purpose of the meeting (Article 20 of the Articles of incorporation) by not later than seven days before the date of the meeting (Article 20 of the Articles of incorporation). Thus, the special meeting of February 1, 2013, as a matter of principle, shall be

However, according to the overall purport of evidence Nos. 12-1, 3, 4, and 3-1 of evidence Nos. 12-1, and evidence Nos. 3-1 of evidence Nos. 3, and testimony and arguments by witnesses of the first instance trial, there was no demand for holding at least 1/5 of the board of directors, auditors, or members separately for the purpose of convening the general meeting as of February 1, 2013, and the chairperson of the defendant merchants' association or the chief vice-chairperson, etc. as prescribed by the articles of association did not have been notified of convening the general meeting, and there was a public notice of convening the general meeting as of January 31, 2013 by the D1 emergency response committee organized by some members of the defendant merchants' associations at the time, and on February 1, 2013 following, it is recognized respectively.

Therefore, the Extraordinary General Meeting of February 1, 2013 was not convened by a legitimate convening authority, and there is a significant defect in the convocation procedure because it was conducted before the convocation notice was held, so the resolution made at the above Extraordinary General Meeting is invalid.

B. Determination on the resolution of the extraordinary general meeting of the Defendant Merchant Association on July 5, 2013

(1) The argument

(A) The Plaintiffs are limited to the authority of the acting director. The appointment of the existing representative and the selection of new officers goes beyond the scope of the authority of the acting director. In addition, such convening of the general meeting is not deemed to fall under the ordinary director, so the resolution of the extraordinary general meeting as of July 5, 2013, which was made without the permission of the court, shall be deemed null and void.

(B) As to this, the Defendant Merchant Association dismissed Plaintiff A1, who is the former president, at the special meeting of July 5, 2013, and appointed Plaintiff D2, who is the new president, by the authority of the general meeting of the Defendant Merchant Association itself. An acting representative of the Defendant Merchant Association, at the request of at least 1/5 of its members, shall convene the general meeting in accordance with Article 19(2)2 of the Articles of Incorporation of the Defendant Merchant Association at the request of one-fifth or more of its members. Since the above general meeting was dismissed or elected by the officers of the Defendant Merchant Association at the above general meeting, the call of the general meeting held as an agenda belongs to the ordinary business of the Defendant Merchant Association, and thus, the resolution of the general meeting of July 5, 2013 shall be deemed valid.

(2) Determination

(A) Issues

According to the above, in the case of the acting director of the defendant merchants' association, the dismissal of the former president and the new president at the request of at least 1/5 of the members, and the appointment of a new director on July 5, 2013, the purpose of which is to elect a new director was to call an extraordinary general meeting on July 5, 2013. Accordingly, at the extraordinary general meeting held on July 5, 2013, the former president 1 was dismissed, and the resignation of the new president Do2 was resolved, and again, the resolution was adopted to appoint the defendant Do2 as the president. However, it should have been convened in accordance with the legitimate procedure to dismiss the plaintiff Da1 from the president of the defendant merchants' association and to valid the temporary general meeting resolution of July 5, 2013, which elected the defendant Do2 as the new president.

Therefore, the convening of the special meeting on July 5, 2013, which is the acting representative of the defendant merchant's association, on behalf of the defendant merchant's association, is to determine the validity of the resolution of the special meeting on July 5, 2013, even though there is no provision in the provisional disposition decision, whether it constitutes the ordinary affairs of a corporation that can be performed without the permission of the court.

(2) Whether the company's ordinary affairs are recognized

① Relevant legal principles

The provisions of Article 60-2 (Authority of Acting Directors) of the Civil Act in order to apply the provisions of Article 408 of the Commercial Act to a corporation and an unincorporated incorporated association under the Civil Act on December 29, 2001 shall be interpreted as almost the same meaning as "ordinary affairs of a corporation" and "general affairs of a company" under Article 60-2 of the Civil Act. "general affairs of a company" under Article 408 (1) of the Commercial Act mean affairs that must be performed daily in the company, affairs that are ordinarily within the ordinary business scope in continuing its business, or ordinary affairs that do not have an important influence on the company's management. Specifically, what falls under the ordinary affairs shall be determined objectively in consideration of the organization, kind of affairs, nature, and all other circumstances of the company in question. In convening a fixed general meeting of shareholders, if an acting director includes any change in the composition of the agenda itself, etc., and if it does not affect the company's management and control, it shall not fall under the scope of convening the general meeting of shareholders (see Supreme Court Decision 2636. 26.26.26.

According to the above legal principles, if the authority of a general meeting is not limited to ordinary affairs, but the act of changing the composition itself of the organization on the agenda of the general meeting or the contents that may affect its management and control are included, such convening of the general meeting shall not belong to the regular director within the scope of the agenda (see Supreme Court Decision 2009Da70395, Feb. 11, 2010). Such convening of the general meeting shall not be deemed to be the same in cases where the articles of association of the relevant organization requires the president or the representative to convene the general meeting, such as in cases where a regular general meeting or minority member demands the acting director to convene the general meeting.

(2) Judgment

In light of the following circumstances acknowledged by each of the above evidence, the defendant merchant association has a board of directors as an executing institution other than the general meeting (Article 25 of the Articles of Incorporation); the president represents the merchant association and takes overall charge of the affairs of the merchant association (Article 31 of the Articles of Incorporation); and the president forms a key position within the organization of the defendant merchant association; the special law for traditional markets provides subsidies or subsidies for commercial infrastructure modernization projects, etc., which are supported by the merchant association; the special law for traditional markets is carried out through the chairperson; the dispute over the dismissal and appointment of the chairperson; and the problems of the dismissal and appointment of the chairperson are not affairs that need to be carried out on a regular basis at the request of minority members; and the convening and holding of an extraordinary general meeting at the request of a minority member is an act that does not belong to the ordinary affairs of the defendant merchant association; and the convening and holding of an extraordinary general meeting at the request of the defendant merchant association does not constitute a defect in the procedure of the defendant merchant association, and the resolution of the competent court on July 20, 2013.

Therefore, the above argument of the plaintiffs is justified.

C. Determination as to Plaintiff Cho Jae-A1’s request for confirmation of the president’s status

(1) Determination as to the cause of claim

As seen earlier, the resolution of each extraordinary general meeting as of February 1, 2013 and July 5, 2013 and the resolution of the board of directors as of July 5, 2013 are null and void. Since each of the above resolutions is null and void, Plaintiff Cho A1 still exists in the position of the president of the Defendant Merchant Association, and as long as the Defendant Merchant Association contests this, the interest in confirmation exists.

(2) Determination as to the argument of the Defendant Merchant Association

The defendant's merchants' association asserts to the purport that the plaintiff's claim for this part of this case is unlawful, since the plaintiff's term of office has already expired, it does not belong to the status of the president of the defendant's merchants' association, and therefore, it causes no legal interest to confirm the status of the president of the defendant's merchants

First, since the fact that Plaintiff Cho 1 is in the position of the president of the Defendant Merchant Association from April 2009 is as seen earlier, it can be seen that the term of office expires in April 2012, which is three years thereafter.

However, the relationship between a clan which is not a juristic person and its representative is the same as the guidance of a delegating and a mandatary's legal officer, and once the term of office expires, the delegation relationship is in principle terminated. If there is no representative until his/her successor is appointed, an association which is not a juristic person, which is not a juristic person, is in the situation where the representative does not discontinue the normal activities of the party, so if the articles of incorporation explicitly stipulate in the articles of incorporation, the provisions of Article 691 of the Civil Act shall apply mutatis mutandis. In other cases, unless there is any special circumstance that it is inappropriate to allow the former representative to perform the duties of the association which is not a juristic person, and only if it is necessary to allow the former representative to perform the duties of the representative, the right to perform duties of the former representative shall be recognized until the appointment of the former representative is made (see, e.g., Supreme Court Decision 95Da56866, Oct. 25, 196).

In this case, according to the health class, evidence No. 12-4, evidence No. 12-1, evidence No. 1-2, and evidence No. 1-2, the executive officers of the Defendant Merchant's Association shall have one chairperson, one chief vice-chairperson, several directors, one auditor (Articles of Incorporation Article 27), the executive officers shall hold office for three years, and the executive officers shall begin with office for three years from the date of election unless there is a separate provision or a resolution by the board of directors, and the termination shall begin until the successor is selected (Article 30(1) of the Articles of Incorporation). As seen earlier, the resolution of each special general meeting that elected the latter president becomes null and void, and the status in which the successor is not elected, and the right to perform duties is recognized as yet under Article 30(1) of the Articles of Incorporation of the Defendant Merchant's Association.

Therefore, the above argument of the defendant merchants' association is without merit.

5. Conclusion

Therefore, the lawsuit against Defendant Dok-2 among the lawsuit in this case is dismissed as it is unlawful, and all of the plaintiffs' remaining claims shall be accepted as reasonable. Since the part against the plaintiffs' failure in the judgment of the court of first instance is unfair with different conclusions, the lawsuit against Defendant Dok-2 among the lawsuit in this case shall be dismissed, and it shall be revoked by accepting the remaining appeal of the plaintiffs, and it shall be ordered to order the confirmation and performance of the obligation corresponding to the revoked part. It is so decided as per Disposition.

Kim chan (Presiding Judge)

Sung-hee

Anchonomic fever

separate land

(Indication of Agenda)

1. An agenda item of the special general meeting;

1. Dismissal of the president of the merchant bank;

2. Formation of new executives;

The president of the new president: Handballs (the head of the native family);

Vice-Chairperson: Electricity line (brued laverb)

The Secretary General: Kim Young-Jak (Jak-Jak-Jak)

Audit: Seo Young-gu (Seo Young-gu Health Center)

Auditor: Madden Livestock (Seoul East)

2. Agenda of board of directors;

Expulsion: Expulsion of members in accordance with Article 16:

Expulsiond member: Lighting clothes (ved with stowings)

Exclusive shopping (many shopping)

Kim Chang-sung (Jong Chang-gu)

Maduk iron crocopus

gallon gallons (galton galglass)

3. An agenda item of the special general meeting held on July 5, 2013;

1. Cases of dismissal of the president and position in full-time meeting of the former president and the current president;

2. Election of a new president: The end;