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(영문) 창원지방법원통영지원 2015.01.29 2014가합2491
이사회결의무효확인
Text

1. All of the plaintiffs' claims are dismissed.

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

Reasons

1. Basic facts

A. On October 22, 1951, the defendant was established for the purpose of worshiping the spirit of E, cultivating the decoration, and managing and preserving the relics, and the maintenance and preservation of F and F seedlings and buildings attached thereto, and various projects, etc. for the spawning and enhancing the spirit of E.

B. Meanwhile, as G, which was the Defendant’s 19th president, resigned from the office of president around April 2012, which was held on April 6, 2012, the board of directors held on April 6, 2012, elected H directors as executive directors, and had them act on behalf of the president.

C. After that, at the ordinary meeting held on June 7, 2012, I et al. was elected as a director, and the board of directors held on June 12, 2012, I was elected as an executive director.

On August 27, 2012, I convened a meeting of the board of directors on August 27, 2012, and presented the agenda for the election of the chief director. The directors present the resolution of this case in which I elected and elected as the chief director.

E. Of the Defendant’s articles of incorporation, the part concerning the instant case is as shown in the attached Form.

【Fact-finding without a dispute over the grounds for recognition, Gap evidence 1, 2, Eul evidence 2, the purport of the whole pleadings

2. Summary of the plaintiff's assertion

A. Unlike a general foundation that has a system centered on the board of directors, the Defendant established a “Council of Council Members” separately from the board of directors, and granted the Council of Council Members the authority to “approval” such as Article 38 of the Articles of Incorporation, thereby enabling the Council of Council Members to perform supervisory and check functions on the board of directors.

B. Article 38 subparag. 7 of the Defendant’s articles of incorporation provides for “approval for the withdrawal and resignation of an executive officer” as the matter of deliberation at the meeting of the Council members. Article 11 subparag. 1 and 2 of the articles of incorporation provides that the chief executive officer and the executive director shall be one kind of executive officer. As such, “election” of the chief executive officer and the executive director should be subject to the “approval of the Council members’ meeting.”

In fact, the defendant's ordinary meeting is a subject of the approval for the election of H and J managing director.

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