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(영문) 서울중앙지방법원 2019.08.14 2019가합260
임시총회 무효확인의 소
Text

1. Ascertainment that a resolution at an extraordinary general meeting of the Defendant on December 10, 2018 is null and void.

2. The costs of the lawsuit are assessed against the defendant.

Reasons

1. Facts of recognition;

A. The Plaintiff is the chairman of the Defendant Association B (hereinafter “Defendant Association”), and C is the auditor of the Defendant Association.

Article 18 (General Meeting) (1) A corporation shall have the highest resolution body.

(2) A general meeting shall be comprised of corporation members.

(3) A general meeting shall be an ordinary general meeting and an extraordinary general meeting, and the chairperson shall convene and preside over such meeting.

(4) An ordinary general meeting shall be convened once a year, and the president shall convene a general meeting within two weeks, if a request for convocation falling under any of the following subparagraphs is made, except in extenuating circumstances:

1. When there is a request from a majority of registered directors;

2. When requested by at least 1/3 of registered members;

3. When an auditor is requested. (5) When the Chairperson receives a request under paragraph (4) 2 through 3 and fails to take the procedures for filing a lawsuit within the period under paragraph (4) without justifiable grounds, the auditor shall be convened.

B. The contents of the articles of incorporation of the Defendant Association relating to the general assembly are as follows.

C. C around December 3, 2018, without undergoing the procedures prescribed in Article 18(4) of the above Articles of Incorporation, notified the members of the Defendant Association to convene an extraordinary general meeting with the following contents:

(g)Holding of Congresss: (g) holding of Congresss

1.Subject to the provisions of paragraph 5 of Article 18 of the Articles of Incorporation, a general meeting of members shall be held and shall be held as follows, and, if not present, the enclosed power of attorney shall be submitted not later than December 8 and the State time shall be reached:

2. Date, time, and venue of meetings: Offices of the Association on December 10, 2018.

3. The agenda for deliberation ① the appointment and dismissal of officers (director and auditor). (2) The appointment of a representative director. (3) The case of deliberation on the budget in 2019.

D. C held an extraordinary general meeting of the Defendant Association on December 10, 2018, and reported the results of the general meeting to the Ministry of Unification on January 3, 2019, as follows:

(g)Report on the results of the Assembly held:

1. A general meeting of (g)B held at the office of the Association on December 8, 2018 pursuant to Article 18 (5) of the Articles of Incorporation;

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